From: Klaus Kraemer Sent: Sunday, June 23, 2002 11:41 AM To: rule-comments@sec.gov Subject: Fwd: Relationship of Boards and Management (s7-21-02) Dear Sir or Madam, I applaud the SEC’s efforts to act on strengthening the role of publicly traded company’s Boards of Directors. The following information may be useful to highlight what I consider a particularly bad example of collusion. Doing my due diligence before investing in New Century Financial (Nasdaq: NCEN), I found that not only is their CEO also Chairman of the Board, but that the COO and CFO are both Vice Chairmen. I had the following e-mail conversation with Ms. Carrie Marrelli of NCEN’s Investor Relations department: ----- begin of quote ----- Dear Ms. Marrelli, Given the recent public attention to the need for independent directors on corporate boards, and given that your CEO is chairman and the COO and CFO are both vice chairmen, have you given thought to populating the board with (more) outside directors? In light of the excellent opportunities for NCEN, I am tempted to invest. I am aware that my hesitation may cost me (just as US Bancorp paid dearly by selling out), but I would appreciate an insight into your thinking about this aspect. Sincerely, Klaus Kraemer Sonora, CA klausk95370@yahoo.com --- Carrie Marrelli wrote: > We currently have excellent outside Board Members on > New Century's Board of Directors. They are > strategic in their thinking and are strong > supporters of New Century's intiatives. Not exactly raising my level of confidence. Thank you. Klaus Kraemer PS: In my humble opinion, the role of board members is NOT just being "strong supporters". Would I, as an investor, feel fairly represented by such board members? Frankly, my answer is "no". After all, the board is supposed to represent the interest of stock holders, not necessarily to "support" management, particularly if management dominates the board. Thank you for your enlightening response. ----- end of quote ----- My thanks to the SEC's efforts to break up the sometimes too cozy relationship between Board and Management. Sincerely, Klaus Kraemer 19849 Villa Drive #108 Sonora, CA 95370 209-588-9401 klausk95370@yahoo.com