From: Charlie Cray [ccray@citizenworks.org]
Sent: Monday, August 19, 2002 7:49 PM
To: rule-comments@sec.gov
Subject: re: File No. S7-21-02

to: The SEC

fr: Charlie Cray, Citizen Works (202) 265-6164; ccray@citizenworks.org

re: File No. S7-21-02

In addition to making CFOs and CEOs certify the annual and quarterly
reports, the SEC should require members of the company's audit committee to
also certify the reports.

As was witnessed in the case of WorldCom, Enron and other recent corporate
scandals, there may be few top executives who are aware exactly how the
books are being cooked; these are often the same CFO and CEOs who are
supposed to certify these reports. These officials are already required to
sign off on the annual report (10-K), so the new proposed rule doesn't do
much to hold these particular officials more accountable (legally) or to
ensure the best interests of the true owners -- the shareholders -- are
protected. It is not enough that the executives review the reports with the
committee. The members of the committee, who are likely to be independent
board members (as required at least by the new NYSE listing requirements),
stand in proxy for the shareholders, and as such as an objective and
independent oversight over top management. They should be required to attest
to their vigilance and the seriousness of their commitment to reviewing the
books on behalf of their fellow shareholders by also certifying the
quarterly and annual reports.