From: McCormick, Dale [Dale.McCormick@maine.gov] Sent: Thursday, June 12, 2003 5:07 PM To: 'rule-comments@sec.gov' Subject: FW: re proxy rules File No. S7-10-03 I would like to comment on your review of the proxy rules and regs. I believe that the single most effective thing we can do to restore investor confidence and assure shareholder value is to allow shareholders and institutional investors to elect independent members of boards of directors. The board of trustees of the Maine State Retirement System believes likewise. As State Treasurer I am a member of the board. The proxy process as it is now configured has failed investors and contributed to the erosion of shareholder value. It is a scandal that corporate boards and CEO's simple ignore the wishes of shareholders even when they are passed by overwhelming majorities at the annual meeting. I urge you to do the following: 1. Increase shareholder access to management's proxy cards. 2. Review the 13D filing requirement s to ensure that it applies only to an investor or groups of investors attempting to tryly change or influence the control of a company. 3. Prohibit brokers from voting on contested and uncontested elections of directors. 4. Streamline the shareholder proposal rules . 5. Improve the disclosure requirements regarding director relationships, executive compensation and director compensation. 6. Sanction corporate boards and CEO's that do not honor the majority votes of shareholders at annual meetings. 7. Give shareholders much more voice in who represents them on corporate boards. 8. Require one director nominated by institutional investors and one director nominated by shareholders. Sincerely, Dale McCormick State Treasurer of Maine