From: Gilbert C. Golpe []
Sent: March 30, 2004
Subject: File No. S7-19-03

Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Re: File Number S7-19-03 (Letter Type I, with P.S.)

Dear Mr. Katz:

I am writing in support of shareholders being able to better nominate candidates for corporate boards. I urge the SEC to support greater democracy in the corporate elections process, which has fallen victim to the special interests of the self-selected directors who now govern publicly held companies in the U.S. The SEC should support investors' rights to nominate legitimate candidates for company boards, and to do so through the company's proxy ballot mailed out to all investors.

I am very concerned with what I've heard about the SEC-proposed rule. The rule should go much further in providing investors with strengthened rights regarding the nominations and voting process. I oppose the "triggering events" described in the proposal that make it even more difficult for investors to challenge corporate boards when they are asleep at the switch. Proposed by opponents of election reform earlier this summer, these triggers have no place in building a fair nominations and elections process. The new rule must provide investors, large and small, with greater reins over the boards that represent them -- if for nothing else but to pressure directors to clean up mounting conflicts of interest.

The rule must provide fair and robust mechanisms for company owners (the investors) to place highly qualified and truly independent people on the ballot. Only then can shareholders effectively hold individual board members accountable for their action and inaction.

Until corporate governance is strengthened to make directors more accountable to shareholders and stakeholders, we'll continue to lose investors' confidence in markets and corporate management. I hope that this time, the SEC will stand by investors, including individual ones that have poured their life savings into the markets, and improve the system to allow for greater shareholder suffrage. Allowing the owners of companies to have a realistic say in the membership of the board is one of the best ways to begin cleaning up Corporate America, and restore our faith in its financial system.


Gilbert C. Golpe, Shareholder

P.S. Mr. Katz, I can only hope that this SEC action begins the first step of the one thousand mile journey of restoring confidence in American Corporations. Action that can return the direction of a business to the hands of the Owners from the Management they mistakenly empowered.