National Association of State Retirement Administrators

VIA ELECTRONIC MAIL

June 24, 2003

Jonathan G. Katz
Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0609

Re: File No. S7-10-03

Dear Mr. Katz:

The National Association of State Retirement Administrators (NASRA) represents 74 statewide public pension plans, which hold combined assets totaling $1.4 trillion on behalf of their 14 million active and retired members. We appreciate the opportunity to express our interest in reformation of the corporate board selection process.

Individual and institutional investor confidence has substantially eroded as a result of a number of high-profile corporate failures. Some of these failures might have been prevented if the boards were more attentive to shareholder interests. The lack of confidence will further adversely impact our financial markets already suffering from the plethora of negative events during the last three years. The future viability of the U.S. economy is, in large measure, dependent on (i) investor confidence in corporate structures and leadership, (ii) the reliability of underlying financial information regarding corporate operations, and (iii) transparency in communications between investors, boards of directors, and management.

NASRA is formally on record in support of efforts to insure a corporate universe characterized by enhanced disclosure of potential conflicts-of-interest between members of corporate boards, the CEO, and other executives. NASRA also favors establishment of standards that strengthen board independence and composition. To that end, NASRA supports SEC efforts to reform proxy voting rules and regulations.

Again, we applaud your efforts to make reforms in this area. If you have any questions or would like to speak with us further please feel free to contact me (601.359.2241) or NASRA's director of federal relations (202.624.1417).

Sincerely,

Frank Ready
Executive Director, Public Employees'
   Retirement System of Mississippi
President, National Association of
   State Retirement Administrators