From: Fitchstr@aol.com
Sent: Wednesday, June 04, 2003 9:33 AM
To: rule-comments@sec.gov
Subject: Re: S7-10-03
Almost twenty years ago I created an "investor affairs" program for a major 
public pension fund by which it voted its proxies, filed more than 250 shareholder 
resolutions (with some success), withheld support on the election of underperforming 
directors at 12% of its portfolio companies (having virtually no impact) and 
generally sought to advocate both good corporate governance and effective director 
accountability (only to be ignored or maligned). Today I write and implement the 
proxy voting policies and procedures for a registered investment advisor. However 
I am writing to you as an individual investor with a portfolio of holdings in 
specific stocks, mutual funds and index funds.

The exposure of reality at Enron, Tyco and other similar situations merely heightened 
the fact that the corporate governance advocates of the 80s and 90s were on target 
with their observations and complaints that boards of directors were not exercising 
to the fullest the fiduciary responsibility mandated in maintaining oversight of 
management for the protection of shareholder interests and rights. 

Something needs to be done to seriously gain the attention of the board and to 
provide shareholders with a legitimate and practical means by which to participate 
in the corporate electoral process. The reported determination of the Commission to 
review the Rules pertaining to the nomination and election of directors is applauded. 
Finding an equitable and uniform means of nomination and a more realistic election 
process will not be an easy task, nor will the result be unanimously popular no 
matter the outcome. However, you cannot forestall the inevitable and your decision 
to review the process is welcomed and necessary. 

Thus I both thank and applaud you for embarking on what most likely is one of, if 
not the, most important courses that the Commission could undertake toward the 
betterment of corporate governance and the establishment of firm rights to 
shareholders to have a voice in the election of their representatives inside the 
boardrooms of America. In the final analysis, this Commission will be recognized 
for its courage and fortitude to challenge past practice and to implement reforms 
granting the shareowners a true voice in the corporate electoral process.

Thomas O. Pandick