From: ERISAWEB@aol.com
Sent: Friday, June 13, 2003 10:25 PM
To: rule-comments@sec.gov
Subject: Changes to Proxy Rules (s7-10-03)

Many of the recent corporate governance changes, both in the Sarbanes-Oxley 
Act and in the proposed exchange rules, are attempts to align the interests of 
corporate management and the interests of shareholders, largely through 
requirements for independent directors. However, most directors are chosen not by 
shareholders but by the incumbent board. The Commission should examine ways in 
which shareholders can have a more direct role in nominating at least some of 
the candidates for corporate boards.

One of the arguments advanced in opposition to such direct nomination of 
director candidates has been the need to create greater diversity on corporate 
boards. The current system of board nominations has failed to achieve that goal. 
Even after years of concerted effort, over 700 of the largest 2000 public 
companies have no women while fewer than 500 have more than one woman director. 
There is no reason to believe that shareholder nominations will do worse than 
this dismal record.

There are a variety of issues that the Commission will have to address in 
crafting a workable proposal, including how to avoid unproductive fights for 
control. However, the Commission is to be commended for initiating a review of 
proxy procedures so that owners of corporate America to have a meaningful say in 
choosing the board members elected to protect their interests. 

Nell Hennessy