From: James Fanto [james.fanto@brooklaw.edu] Sent: Monday, February 03, 2003 10:55 AM To: rule-comments@sec.gov Subject: File No. S7–02–03 I urge you to consider, in the Final Rule, a “looking back” period for a determination whether an audit committee board member is independent. The same logic that supports a “cooling off” period before an outside auditor can assume a particular management function with an issuer and that mandates a mandatory rotation of auditing partners would argue for an independent audit committee member being a person with no recent relationships with the issuer that would compromise his or her independence. Professor James Fanto Brooklyn Law School