From: Halsey Knapp [HKnapp@FoltzMartin.com] Sent: Friday, June 13, 2003 10:53 AM To: rule-comments@sec.gov Subject: S7-10-03: I am an attorney, and believe that your recommendation that shareholders be allowed to nominate candidates for membership on the board of directors is an excellent, long overdue reform. Management, which has so often co-opted the board of directors (and too often its outside consultants as well), is fearful of actually allowing the shareholders to whom they theoretically answer to have any meaningful means of assuring board independence. Claims that such a plan would undermine diversity on corporate boards should be seen as red herring that it is. What board diversity exists currently in that exclusive realm of other CEOs and persons unwilling to express opinions contrary to the too dominant views of superstar chairman? Superficial indicia of independence such as the director candidate’s sex or race must yield to more meaningful indicia of their independence and willingness to challenge management decisions with which they don’t agree. Shareholders are in a better position to know whether a board candidate actually possesses independence and the strength of character necessary to fill this ever increasingly challenging but important position of director. Thus, killing off this proposal with the excuse that it would hurt the diversity of boards misses the point (as well being based on inaccurate account of the current make-up of public company boards) would be laughable if it weren’t such a serious issue. Halsey G. Knapp, Jr. Foltz Martin, LLC Five Piedmont Center, Suite 750 Atlanta, Georgia 30305-1541 Telephone: 404-231-9397 Direct Dial: 404-467-5880 Facsimile: 404-237-1659 Email: HKnapp@FoltzMartin.com This communication is attorney-client privileged or confidential. If you are not the intended recipient, please do not read, distribute or copy this communication. Please delete the original message and immediately notify us by return email.