From: Hearty, James "Jim" [jhearty@MAPENSION.com]
Sent: Thursday, June 12, 2003 10:21 AM
To: 'rule-comments@sec.gov'
Subject: FW: File No. S7-10-03 



 -----Original Message-----
 From:	Kelly, Britte 
 Sent:	Thursday, June 12, 2003 10:16 AM
 To:	Hearty, James "Jim"
 Subject:	File No. S7-10-03 
 
 
 
 Mr. Jonathan G. Katz 
 Secretary 
 Securities and Exchange Commission 
 450 Fifth Street, NW 
 Washington, DC 20549-0609 
 
 Re: File No. S7-10-03 
 
 Dear Mr. Katz:
 
 I am writing on behalf of the Massachusetts Pension Reserves Investment
 Management (PRIM) Board.  We believe the proxy voting process is one of
 great importance and concern for the continued financial security of our
 beneficiaries.  Now is the time for reforms to improve shareholder rights
 and strengthen corporate governance standards for U.S. companies.  Current
 proxy rules do not equip investors with adequate protections, nor do these
 rules ensure full and fair disclosure of important information to
 investors.  The imbalance of shareholder interests must no longer be
 ignored.  Shareholder interests must progress to fit our current market
 conditions, for it is time to restore investor confidence in our financial
 markets. 
 
 We encourage the review of several important issues including, but not
 limited to, the implementation of the following concepts that were
 outlined in Sarah A.B. Teslik's May 10, 2003 letter to you:  strengthening
 shareholder voice regarding who represents them on corporate boards,
 enhancing shareholder access to management's proxy cards while carefully
 structuring them to ensure that such a mechanism would not impose
 unnecessary costs or burdens on companies and not be used for
 change-in-control purposes, ensuring that shareholders have a meaningful
 opportunity to vote on directors by prohibiting broker votes on contested
 and uncontested elections of directors, updating shareholder proposal
 rules to streamline the process for companies, shareholders, and the SEC,
 and improving the disclosure requirements regarding director
 relationships, executive compensation, and director compensation.
 
 Thank you for the opportunity to comment.
 
 Sincerely,
 
 James B.G. Hearty, Executive Director
 Massachusetts Pension Reserves Investment Management Board