From: Kay Evans [krhe@suscom-maine.net] Sent: Tuesday, June 10, 2003 10:21 PM To: rule-comments@SEC.gov Subject: SEC Review of Proxy Rules (S7-10-03) Dear Chairman Donaldson and Members of the Commission: In my personal life I am a small individual investor and I am very encouraged by the Commission's decision to direct its staff to review all of the proxy rules for the purpose of assessing whether they establish and enforce the fundamental relationships among the shareholders, directors and management of public companies that are crucial to the return of public confidence in our investment markets. The staff's review and ensuing Commission discussions must result in changes to the proxy rules that give shareowners reason to again trust that companies will be run in interest of shareowners and thus in the interest of our economic system, rather than to meet the personal financial goals of management and, sometimes, directors. The single most important area of the proxy rules, and of corporate governance in general, is the makeup and functioning of company boards of directors, whose intended and critical function is as the watchdogs of shareowners' interests. The current ability of shareowners to have a role in the makeup of boards is theoretical at best. If it does nothing else -- and I hope so much that its efforts are not so limited -- the Commission must write proxy rules that establish and enforce an actual, as opposed to theoretical, role for shareowners in this regard. You have undertaken work that is of critical importance. Having done so, you cannot conclude the work with a decision that nothing, or only minor somethings, need be done. I do not believe that the investing public would find such a conclusion tolerable. Yours truly, Kay R. H. Evans 184 Bay Road Bowdoinham, Maine 04008