From: Judith Claire [clairety@earthlink.net]
Sent: Sunday, December 28, 2003 4:28 PM
To: rule-comments@sec.gov
Subject: nominating candidates for corporate boards

Date:

To: rule-comments@sec.gov
Subject: File number S7-19-03


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

Dear Secretary Katz,

As an individual investor, I am submitting comments regarding the
proposed rule on shareholder proxy access and the ability of investors
to better nominate candidates for corporate boards. I urge the SEC to
support greater democracy in the corporate elections process. The SEC
should support investors' rights to nominate legitimate candidates for
company boards and to do so through the company's proxy statement. For
years, directors have failed to serve shareowners well in their role as
investor representatives at public corporations and it is time for this
faulty governance system to be reformed. The three-year wave of
corporate scandals and the continued excesses of executive pay only
highlight the flaws that allow boards of directors to remain a
rubber-stamping tool of management.

However, I am concerned with what I've seen in the proposed rule. The
rule should go much further in pro-viding investors with strengthened
rights regarding the nominations process. I oppose the "trigger-ing
events" described in the proposal. Proposed by opponents of shareholder
access earlier this summer, they have no place in building more
democratic board elections. 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 conflicts of
interest.

The rule must provide fair and robust mechanisms for shareowners to
place highly qualified and truly independent people on the proxy ballot.
Only then can shareholders effectively hold individual board members
accountable for their actions. The proposal puts enough hurdles in front
of sharehold-ers that the new rule barely improves upon the current
process-that of individual investors spend-ing hundreds of thousands of
dollars of their own money to run a single candidate for the board which
is then undermined by executives spending endlessly from the corporate
treasury (investors' monies) to counter that candidate.

What we currently have, in no way resembles an open democratic election
of directors. The triggers proposed in the rule make it even less so.
Having direct access to the proxy without barriers or trig-gers seems a
modest proposal given that few investors would use their rights to
nominate unless they felt a board and corporate executives were grossly
mismanaging a corporation. Then, there's the proposed burden of winning
more shareholder support for an investor candidate than candidates
proposed by management. It's just too much effort to find qualified
candidates (under in-creasingly stringent rules of independence) and win
majority support unless a company has failed its investors.

Until corporate governance is strengthened to make directors more
accountable to shareholders, we'll continue having trouble regaining
investors' confidence in markets and corporate manage-ment. 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 shareowners
of companies to have a realistic say in the membership of the corporate
board is one of the best ways to curb excesses, reduce conflicts of
interest, and make directors more accountable to shareholders.



Sincerely,

Judith Claire
1017 10 St. #7
Santa Monica, CA. 90403