Catholic Healthcare West
185 Berry Street
San Francisco, CA 94107
September 8, 2003
FILE NO S7-14-03
RELEASE NO 34-48301
Dear Sir or Madame:
Thank you for the opportunity to submit comments on proposed rule modifications. Catholic Healthcare West (CHW) is a not-for-profit health system with 41 facilities in the western United States. We believe in the importance of being an informed and involved investor. We have a deep interest in the Proposed Rule the SEC has submitted for public comment.
We appreciate the SEC's decision to divide the issues of disclosure and shareowner access to the proxy to nominate Directors into two different proposals for comment. Certainly the disclosure steps proposed will be an important improvement. However, we strongly urge the commission not to stop with these changes on disclosure. We believe that the combined approach of improved disclosure and the right of investors with a reasonable percent of shares to nominate Directors, place them on the proxy and have them voted upon, is integral to improving investor confidence and board accountability.
We offer the following specific comments on the proposal.
Disclosure Regardng Nominating Committee Functions: We support the enhanced nominating committee disclosure requiring the company to disclose when it receives nominations from security holders, the procedures for nominating Directors, the process followed after a nomination has been made, and minimum qualifications for nominees.
We strongly recommend an addition to the proposal regarding whether and how the Nominating Committee takes issues of diversity into account in making recommendations for new Board members. Diversity in a Board is a critical factor in good governance. We therefore recommend that the Nominating Committee be required to disclose if and how the issue of diversity, including diversity of gender and race, is taken into account in presenting the slate of Directors and selecting new Directors.
Ability of Security Holders to Communicate with the Board of Directors: We agree that there should be clear procedures described for a security holder to communicate with Board Committees or Board members. Since outside Directors are responsible for such Committees as Audit and Corporate Governance, it seems vitally important to be able to communicate with those Committees directly.
Thus we support the proposal stating that there be a description of how security holders can communicate with the Board and the Board Committees, and learn what action the Board took in response to such input.
Investment Companies: The proposal includes applying the new disclosure requirements to investment companies ("funds"). We agree that this proposal would benefit fund security holders by improving the transparency of the nominating process. The disclosure should include a description of who on the nominating committee are "interested persons" under the Investment Company Act.
In summary, CHW supports the thrust of these proposals as advancing the course of good corporate governance and increased transparency. We strongly urge the issue of Board diversity be added to disclosure regarding the Nominating Committee's role and responsibilities. We also emphasize the point that this set of disclosures will be truly meaningful only when combined with a second stage creating a process where by shareowners can nominate Directors to be placed on the company proxy for a vote.
Susan Vickers, RSM
Director of Advocacy