From: Abbott Leban [aleban@gelaw.com] Sent: Monday, June 02, 2003 3:09 PM To: rule-comments@sec.gov Subject: S7-10-03 To the Commission: I write as the former chief legal officer and corporate secretary of a NYSE listed company and a onetime general counsel of a group of state pension funds. My personal investments are held mostly in balanced tax-qualified retirement accounts which include equities, including international. I still maintain a brokerage account, currently gone to all cash. The Commission is to be commended in seeking public comment, once again, on the issue of shareholder participation in the proxy election process of public companies. After the rampant abuses of corporate managements seen in the last several years, never before has the failure of the proxy voting system to produce and hold managements accountable to the company ownership been so driven home to the broad investing public, both institutional and retail. While we must all be sensitive to the requirement that the voting system produce board memberships of quality and integrity, the shareholder “voice” in director elections has no teeth behind it so long as the company’s nominating and proxy processes foreclose real voting alternatives other than the occasional dissident millionaire willing to spend what it takes to create a contest. Even so, as the recent Hewlett-Packard case illustrated, persons of both quality and financial means can be simply overwhelmed by the resources available to the company virtually without limitation. The country’s best minds on corporate governance issues, expressing a range of approaches and thought, have been heard from in the popular and financial press as much as in positions taken before the Commission in the past and, more recently, in the congressional hearings that surrounded, and are still following in the wake of, the enactment of Sarbanes-Oxley. There will be no shortage of enlightened sources the Commission can bring to bear in exploring further rule-making at this time, given substantial and widespread public skepticism that in the post-Enron reform era, the market and system will be able to correct past shortcomings so as to reinstill public confidence in our financial markets. I urge the Commission not to drop the subject when the iron remains hot. Abbott A. Leban 1201 N. Market Street, Suite 2100 Wilmington, DE 19801 direct dial: (302) 622-7110 fax: (302) 622-7100 e-mail: aleban@gelaw.com