From: leighbangs1@southcove.net
Sent: Thursday, November 20, 2003 7:15 PM
To: rule-comments@sec.gov
Subject: File number S7-19-03

Dear Jonathan G. Katz, Secretary,

It is not the purpose of the board of a publicly-traded company to provide 
general oversight and direction for the company, in alignment with shareholder 
interests?  I am writing in support of shareholders being able to:

1.  more easily nominate candidates for corporate boards and make 
shareholder proposals
2.  better understand all proposals before them
3.  review proxies voted for them by brokers or mutual fund managers
4.  have their vote count properly 

I have the good fortune to be able to afford some investments, but little 
time to manage them.  Like most stockholders, my stock broker votes most 
of my proxies for me.  I would not have time or interest to vote on each 
one individually.  However, I do participate in some of the votes, and 
here are some of my concerns:

Regarding point (1) above:  Shareholders, as owners of the company, should 
have a say in how the company is run. Where they have strong opinions, they 
should be allowed to take action by recommending board members they trust 
or making proposals, without too much effort.  (By the way, it would be 
good to have more people running for the board than there are open positions, 
so that there is an actual choice involved.)

Regarding point (2) above:   Let's say there is a stock option plan that the 
board recommends.  Typically, such programs give massive stock options only 
to the top executives, and therefore cut into profits without giving proper 
motivation to core workers.  Of course the board recommends such a program 
because they get rich off of it.  But it is generally very difficult and/or 
time consuming to read through the proxy statement to determine this.  Plus 
there are some good stock option plans out there that appropriately reward 
the rank-and-file professionals who are getting the actual work done, so I 
don't want to automatically say "no" to all stock option plans.  But since 
I can't influence the outcome anyway (see point 4), why should I bother?  
In short, we need to make proposals as clear and succinct as possible, with 
pros and cons and cost to the company spelled out.

Regarding point (3) above:  Mutual fund managers should be required to keep 
track of how they voted on proxies and make this information available (on a 
web page, perhaps) to all current and prospective shareholders.  Stock brokers, 
I believe, already give a choice as to whether proxy statements go to the 
client or the broker.  However, if managing proxies for the client, the broker 
should make some effort when setting up the account to ascertain the client's 
general philosophy and vote accordingly.

Regarding point (4) above:  I am dismayed that people who do not turn in 
proxies are assumed to be in accordance with the board proposals.  How on 
earth can anything be done counter to the board recommendations if non-voters 
are assumed to be for them?  Given the level of ignorance, apathy, or lack 
of time of the typical shareholder (but not all shareholders), this should 
not be assumed. It would more accurately be represented as an "abstain."  

Sincerely,

Leigh Bangs
 4314 - 193rd Ave SE
Issaquah, WA 98027
leighbangs1@southcove.net