From: wc [walterj@peoplepc.com]
Sent: Saturday, November 09, 2002 11:32 AM
To: rule-comments@sec.gov
Subject: director independence (SR-NYSE-2002-33)

Sir:
 
As a retired businessman who is now an academic whose discipline is corporate 
governance and who still serves on a corporate board, I feel that it is imperative 
that the SEC alter its rules concerning director independence to conform with the 
guidelines of the National Association of Corporate Directors and other professional 
agencies.
 
The NYSE current rules indicate that a director is independent if he or she has 
not worked for the company within the past 5 years.  While some consider this 
sufficient, IF A DIRECTOR HAS EVER BEEN THE CEO OF THE COMPANY, HE OR SHE SHOULD 
NEVER BE CONSIDERED AN INDEPENDENT DIRECTOR.  It is my opinion that potential 
problems could arise if that person has a vested interest in the success of his 
or her previous policies and strategic direction, in continuing to cover up 
shortcomings if any, and in the success of those whom he or she hired--including 
the new CEO.  It is also my opinion that person often  becomes the "front person" 
for management on committees and otherwise.
 
CALpers guidelines as well as TIAA-CREFF follow the 5 year rule, but will tell 
you that the CEO is excluded.
 
Thank you for the opportunity to express my opinion and concern.
 
Respectfully,
 
Walter J. Coleman