From: Geno Gardner [imshaken@comcast.net]
Sent: Wednesday, March 31, 2004 1:46 PM
To: rule-comments@sec.gov
Subject: S7-19-03

Dear sirs,

My name is Geno Gardner.  I'm a small time private investor.  Thanks to 
a posting on the Motley Fool I've become aware of an initiative the SEC 
is considering to open up, however slightly, the process for getting 
people on publicly traded companies board of directors.  It seems these 
days that the management of too many publicly traded companies consider 
the companies private for all practical purposes and merely tolerate 
shareholders.  The fruits of compensation committees illustrate this 
point.  Judging from the wealth of the rewards they dish out it seems 
the CEOs and Presidents do all the work in these companies.  Tell me, 
would you personally vote to give anyone hundreds of millions of dollars 
a year?   Currently the board of directors at many companies are small 
exclusive clubs.  It's time to let in some sunlight.
The upshot is I'm in favor of any rule changes or process that makes the 
board of directors at any publicly traded company more responsible to 
all shareholders.

I believe the rule changes need to go much further than are currently 
being suggested.  Here are a couple off the top of my head.

1.  Tabulated vote results of the elections to the boards of directors 
should be made available to shareholders.
2.  Executive compensation exceeding some metric (percentage of revenue 
or earnings, etc) should be voted on by all shareholders.

Sincerely,

Geno Gardner