From: John Ritchie [golfscot1@sbcglobal.net]
Sent: Monday, March 29, 2004 3:57 PM
To: rule-comments@sec.gov
Subject: (s7-19-03) Corporate Governance

Dear Sirs

The level of accountability and oversight on Fortune 500 companies and 
corporations in general is appalling.

I recently attended a shareholder meeting of one of the largest semi equipment 
companies and was dumbfounded at the appalling lack of accountability by the 
board and the Corporate Officers. There was barely 2 items on the proxy, one of 
which was the re-election of "old pals" Directors and the sense I got in the 
meeting was one of, the less said, the better. There was no attempt to allow 
shareholders a say, nor was there any realistic alternative presented to 
shareholders than the ones in the proxy.

Please consider making these officers accountable. Allow outside representation 
to find their way on to Boards. Current Boards are merely "puppets" to their 
corporate insiders and the slightest whiff of dissent will see them gone in a 
heartbeat. Investors need to see that boards can be populated by folks who will 
represent their interests and those who will be willing to be naysayers within 
the "club" and not feel like they risk their place in any re-election ouster. 
Please put some teeth into the system.

Your own credibility and accountability is at stake in this.

Regards

John K. Ritchie
5327 Ligurian Drive,
San Jose,
CA 95138