From: JParker150@aol.com Sent: Tuesday, June 03, 2003 1:14 AM To: rule-comments@sec.gov Subject: Shareholders and Directors (s7-10-03) My name is James Parker, and although am currently retired, I formerly invested large pools of pension funds for both Church plans and Public plans. I also have my own investment portfolios, as do my brothers, and other family members. I try to keep up with issues of shareholder rights and shareholder value. I was very happy to learn that the SEC is considering updating the proxy rules the govern how shareholders use the one-vote-a-year they have to oversee corporate boards of directors. I support the SEC's looking at the proxy rules and hope that they are amended to give shareholders a greater say in how directors are selected and in how companies are overseen. Having directors that are so "tight" with the CEOs does not help shareholders receive maximize value, particularly if they don't really scrutinize what is happening at the company and merely support the CEO in everything, despite the fact that the company may be in decline. In those situations, they "scratch each other's back" too often. And sometimes the CEO ruins the company and then escapes with a generous severance package. That is unseemly. I believe most shareholders are appalled at the behavior of some companies as to this aspect of governing America's great companies. There needs to be more accountability in this arena. Thank you for listening! Sincerely, James F. Parker, Tumwater, WA