From: S. Kuhn, Ruth [region6.cri@srcharitycinti.org]
Sent: Thursday, September 04, 2003 11:57 AM
To: 'rule-comments@sec.gov'
Cc: 'colemanf@cbisonline.com'
Subject: FW: Proposed Rule (s7-14-03)

FILE NO S7-14-03
RELEASE NO 34-48301
IC 26145

Dear Sir or Madame:

I am submitting comments on behalf of the Region VI Coalition for
Responsible Investment.  The members of our Coalition (24 faith-based
organizations) believe in the importance of being an informed, involved
and active investor.  As such,  we have been involved in dialogues with
companies on social, environmental and corporate governance issues and
have been the co-sponsor of a number of shareowner resolutions  on these
topics.  As a result, we have a deep interest in the Proposed Rule the SEC
has submitted for public comment.

We appreciate the SEC's decision to divide the issues of disclosure and
shareowner access to the proxy to nominate Directors into two different
proposals for comment.  However, we strongly believe there needs to be a
two-step process and the SEC should not stop with these changes on
disclosure. 

Certainly the disclosure steps proposed will be an important improvement.
We strongly believe that the combined approach of improved disclosure and
the right of investors with a reasonable percent of shares to nominate
Directors, place them on the proxy and have them voted upon, is integral
to improving investor confidence and board accountability. .

We believe, in general, that the changes in disclosure requirements are an
important and helpful step forward.  For example, we support the enhanced
nominating committee disclosure.  We support the recommendation that
requires the company to disclose when it receives nominations from
security holders and also the procedures for nominating Directors, the
process followed after a nomination has been made, and minimum
qualifications for nominees.  Many companies do this already.

We also strongly recommend an addition to the proposal regarding whether
and how the Nominating Committee takes issues of diversity into account in
making recommendations for new Board members.  Again, a number of
companies do disclose this fact in their nominating committee charters and
elsewhere.

Diversity in a Board is an important factor in good governance as is
witnessed by the fact that TIAA-CREF lists Board diversity in its
Corporate Governance guidelines as a positive value.  Shareowner
resolutions on this topic sponsored by religious and other concerned
investors have either resulted in a change in company policy and a
disclosure of their new policy or the resolution in the proxy received
reasonably high levels of support.

We therefore recommend that the Nominating Committee be required to
disclose if and how they take the issue of diversity, including diversity
of gender and race, into account in presenting the slate of Directors and
selecting new Directors.

We agree with the theme that there should be clear procedures described
for a security holder to communicate with Board Committees or Board
members. Companies like Pfizer have already set up a solid process for
such communication with their outside Directors including an email box.
Since outside Directors are responsible for Committees like the Audit and
Corporate Governance Committees, it seems vitally important to be able to
communicate with those Committees directly. 

Thus we support the proposal stating that there be a description of how
security holders can communicate with the Board and the Board Committees,
and action the Board took in response to such input.

Thank you for taking the initiative regarding this important regulation.

Sincerely,
Ruth Kuhn, SC
Coordinator
Region VI Coalition for Responsible Investment
5900 Delhi Road
Mount St. Joseph, OH  45051
513-347-5331
Fax:  513-347-1362
e-mail:  region6.cri@srcharitycinti.org
web site:  www.region6cri.org

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MORE FULLY IN YOUR HEART.  ~ St. Francis of Assisi