Subject: Comments for File Number S7-12-11

May 23, 2011

I’m writing because I believe that the SEC is not operating in favor of the millions of small stockholders who buy stocks as a nest egg for their future and their retirement. The current securities regulation system is failing them terribly in favor of corporate bonuses. Stockholders have no say in these huge bonuses for corporate execs.

Instead of paying stockholders a fair return, the money is going to incentive compensation for the top levels of a company. This creates an incentive for corporate execs it to lay off workers, ship jobs overseas and cut back on employee benefits to make the bottom line meet the incentive pay requirements.

Norway has a system that makes much more sense: by law, 40% of the board of directors must come from employees, who elect those directors and know how well the executives and the company are performing. The system is open and transparent, it works well for employees and stockholders.

Wall Street has proven that it has no conscience, no morals and is consumed by greed and outrageous pay practices. They cannot monitor themselves, they cannot be trusted to do the right thing. We are on the brink of another collapse when their manipulation of the market fails. Please stop this insanity by making execs prove that they earned the bonuses honestly and with fair accounting practices.

Thank you for considering my comment,

Patricia Jorgensen