Comments on Proposed Rule:
Standards Relating to Listed Company Audit Committees

[Release Nos. 33-8173; 34-47137; IC-25885; File No. S7-02-03]

• Comments of Bernie K. Wachtel, Wachtel & Company Inc., April 3, 2003 (File name: wachtels70203-191.pdf)
• Memorandum from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding March 28, 2003 meeting with Brazilian Institute of Corporate Governance and International Finance Corporation dated March 31, 2003 (File name: brazilian032803.htm)
• Comments of Skadden, Arps, Slate, Meagher & Flom LLP on behalf of ASML Holding N.V., March 28, 2003 (File name: skadden1.htm)
• Memorandum from Daphne Tippens Chisolm, Counsel to Commissioner Goldschmid, regarding March 12, 2003 meeting with National Venture Capital Association and Mayer Brown Rowe & Maw, dated March 25, 2003 (File name: national031203.htm)
• Comments of Edward S. Knight, Nasdaq Stock Market, Inc., March 18, 2003 (File name: esknight1.htm)
• Memorandum from Rosemary A. Filou, Counsel to Commissioner Glassman, regarding meeting with National Venture Capital Association, March 14, 2003 (File name: national031403.htm)
• Comments of Alan S. Dunning, Cleary, Gottlieb, Steen & Hamilton, on behalf of AB Svensk Exportkredit AB (Swedish Export Credit Corporation), March 14, 2003 (File name: asdunning1.htm)
• Comments of Ms. Lucila Rodríguez Jorge, Director, Securities Markets, Corporate Legal Services, Telefónica, S.A., March 14, 2003 (File name: lrjorge1.htm)
• Additional Comments of David Baris, Executive Director, American Association of Bank Directors, March 12, 2003 (File name: dbaris2.htm)

• Comments of Luiz Leonardo Cantidiano, Chairman, Brazilian Securities Commission, March 7, 2003 (File name: llcantidiano1.htm)
• Comments of Toshizo Tanaka, Senior Managing Director and Group Executive of Finance & Accounting Headquarters, Canon Inc., March 5, 2003 (File name: ttanaka1.htm)
• Comments of David Baris, Executive Director, American Association of Bank Directors, March 4, 2003 (File name: dbaris1.htm)
• Comments of Gerald S. Backman, Chairman of the Committee, Committee on Securities Regulation, Business Law Section, New York State Bar Association, February 28, 2003 (File name: gsbackman1.htm)
• Comments of Edward S. Knight, Nasdaq Stock Market, Inc., February 27, 2003 (File name: esknight1.htm)
• Comments of Stanley M. Stevens, Executive Vice President, Chief Legal Counsel and Secretary, Equity Office Properties Trust, February 27, 2003 (File name: smstevens1.htm)
• Comments of Shearman & Sterling, on behalf of Toyota Motor Corporation, Advantest Corporation and Pioneer Corporation, February 26, 2003 (File name: shearman1.htm)
• Comments of Bob Hamilton, Assistant Deputy Minister, Financial Sector Policy Branch, Department of Finance, Government of Canada, February 26, 2003 (File name: bhamilton1.htm)
• Comments of C. Biancheri, Head of the International Relations Office and G. Cannizzaro, Head of the Issuers Division, Consob (Commissione Nazionale per le Societŕ e la Borsa), February 25, 2003 (File name: cbiancheri1.htm)
• Comments of Stanley Keller, Chair-Committee on Federal Regulation of Securities, Section of Business Law, American Bar Association, February 25, 2003 (File name: skeller1.htm)
• Comments of Jan R. Boyce, February 24, 2003 (File name: jrboyce1.txt)
• Comments of Darla C. Stuckey, Corporate Secretary, New York Stock Exchange, Inc., February 21, 2003 (File name: dcstuckey1.htm)
• Comments of Stephen J. Cowden, General Counsel and Company Secretary, Reed Elsevier Group plc, February 21, 2003 (File name: sjcowden1.htm)
• Comments of Sarah A. Miller, American Bankers Association, February 21, 2003 (File name: samiller1.htm)
• Comments of David K. Owens, Executive Vice President, Business Operations, Edison Electric Institute, February 19, 2003 (File name: dkowens1.htm)
• Comments of Charlotte M. Bahin, Director of Regulatory Affairs, Senior Regulatory Counsel, America's Community Bankers, February 19, 2003 (File name: cmbahin1.htm)
• Comments of Frank H. Brod, Chair, Committee on Corporate Reporting; David H. Sidwell Chair, SEC Subcommittee, Committee on Corporate Reporting, Financial Executives International, February 19, 2003 (File name: fhbrod1.htm)
• Comments of Richard L. Trumka, Secretary Treasurer, American Federation of Labor and Congress of Industrial Organizations; Heinz Putzhammer, Member of the Managing Board, Deutscher Gewerkschaftsbund, February 19, 2003 (File name: hputzhammer1.htm)
• Comments of Craig S. Tyle, General Counsel, Investment Company Institute, February 19, 2003 (File name: cstyle1.htm)
• Comments of Nobuyuki Koga, Executive Vice President and Chief Operating Officer, Nomura Holdings, Inc., Japan, February 18, 2003 (File name: nkoga1.htm)
• Comments of Michael Groll, LeBoeuf, Lamb, Greene & MacRae, L.L.P., February 18, 2003 (File name: mgroll1.txt)
• Comments of Allan Wayne Avellanet, CMA, MBA, February 18, 2003 (File name: awavellanet1.txt)
• Comments of Charles M. Nathan, Committee on Securities Regulation of the Association of the Bar of the City of New York, February 18, 2003 (File name: cmnathan1.htm)
• Comments of Stefano Micossi, Director General, Italian Association of Limited Liability Companies, February 18, 2003 (File name: smicossi1.htm)
• Comments of Mark Anson, Chief Investment Officer, California Public Employees' Retirement System, February 18, 2003 (File name: manson1.htm)
• Comments of Tony M. Edwards, Senior VP and General Counsel, National Association of Real Estate Investment Trusts, February 18, 2003 (File name: tmedwards1.htm)
• Comments of Ernst & Young LLP, February 18, 2003 (File name: ernstyoung1.htm)
• Comments of J. Lavon Morton, CPA, February 18, 2003 (File name: jlmorton1.htm)
• Comments of William F. Ezzell, CPA, Chairman, Board of Directors; Barry C. Melancon, CPA President and CEO, American Institute of Certified Public Accountants, February 18, 2003 (File name: wfezzell1.htm)
• Comments of Prof. Dr. Rüdiger von Rosen, Managing Director, Deutsches Aktieninstitut, February 18, 2003 (File name: rvrosen1.htm)
• Comments of Robert C. Treuhold, Linda A. Hesse, Shearman & Sterling on behalf of France Telecom, February 18, 2003 (File name: rctreuhold1.htm)
• Comments of Stan Hung, Director and Chief Finance Officer, United Microelectronics Corporation; Wen Chung Lin, Vice President, Siliconware Precision Industries Co., Ltd.; Weishun Cheng, Chief Financial Officer, AU Optronics Corp.; Joseph Tung, Chief Financial Officer, Advanced Semiconductor Engineering, Inc., February 18, 2003 (File name: shung1.htm)
• Comments of Davis Polk & Wardwell, February 18, 2003 (File name: davispolk1.htm)
• Comments of Cleary, Gottlieb, Steen & Hamilton, February 18, 2003 (File name: clearygot1.htm)
• Comments of Melody Boehl, February 18, 2003 (File name: mboehl1.txt)
• Comments of Baker & McKenzie, February 18, 2003 (File name: baker1.htm)
• Comments of Alan G. Hevesi, Comptroller, Office of the State Comptroller of New York, February 18, 2003 (File name: aghevesi1.htm)
• Comments of ADR Group of JPMorgan Chase Bank, February 18, 2003 (File name: jpmorgan1.htm)
• Comments of KPMG LLP, February 18, 2003 (File name: kpmg1.htm)
• Comments of Theodore Altman, Piper Rudnick LLP, February 18, 2003 (File name: taltman1.htm)
• Comments of Leon J. Level, Vice President and Chief Financial Officer, Computer Sciences Corporation, February 18, 2003 (File name: ljlevel1.htm)
• Comments of Thomas W. Briggs, Kelly Hart & Hallman, February 18, 2003 (File name: twbriggs1.htm)
• Comments of William P. Rogers, Jr., Cravath, Swaine & Moore, February 18, 2003 (File name: wprogers1.htm)
• Comments of Telefonaktiebolaget LM Ericsson, February 18, 2003 (File name: ericsson1.htm)
• Comments of Linklaters, London, United Kingdom, February 18, 2003 (File name: linklaters1.htm)
• Comments of Alexander Schaub, Director-General, European Commission, February 18, 2003 (File name: aschaub1.htm)
• Comments of Hiroshi Endo, Director, Economic Policy Bureau, Nippon Keidanren (Japan Business Federation), February 18, 2003 (File name: hendo1.htm)
• Comments of Yoshihiko Miyauchi, Chairman and Chief Executive Officer, ORIX Corporation, February 18, 2003 (File name: ymiyauchi1.htm)
• Comments of Nancy M. Snyder, Vice President and General Counsel, Penn Virginia Resource Partners, L.P., February 18, 2003 (File name: nmsnyder1.htm)
• Comments of Christianne Butte, General Counsel, AXA, February 18, 2003 (File name: cbutte1.htm)
• Comments of Michael Groll, LeBoeuf, Lamb, Greene & MacRae, L.L.P., February 18, 2003 (File name: mgroll1.txt)
• Comments of Wayne Avellanet, February 18, 2003 (File name: wavellanet1.txt)
• Comments of Vincent Hillery, Esq., Executive Vice President, General Counsel and Secretary and Craig Heberton, Esq., Assistant General Counsel, Transamerica Finance Corporation, February 18, 2003 (File name: vhillery1.htm)
• Comments of PricewaterhouseCoopers LLP, February 18, 2003 (File name: pricewater1.htm)
• Comments of Michael Chenkin and Gregory Warren, February 18, 2003 (File name: mchenkin1.htm)
• Comments of ASML Holding N.V., February 18, 2003 (File name: skaddenarps1.htm)
• Comments of Sullivan & Cromwell LLP, February 18, 2003 (File name: sullivan1.htm)
• Comments of John M. Rintamaki, Chief of Staff and Secretary, The Ford Motor Company, February 18, 2003 (File name: jmrintamaki1.htm)
• Comments of Osler, Hoskin & Harcourt LLP, February 18, 2003 (File name: oslerhoskin1.htm)
• Comments of William D. Eggers, Sr. Vice President & General Counsel, Corning Incorporated, February 18, 2003 (File name: wdeggers1.htm)
• Comments of Deloitte & Touche LLP, February 18, 2003 (File name: deloitte1.htm)
• Comments of W. Wayne Withers, Senior Vice President, Secretary and General Counsel, Emerson Electric Co., February 18, 2003 (File name: wwwithers1.htm)
• Comments of William G. Bishop III, CIA, President, Institute of Internal Auditors, February 18, 2003 (File name: wgbishop1.htm)
• Comments of Compańía Cervecerías Unidas S.A (United Breweries Company, Inc.), February 18, 2003 (File name: cerveceruas1.htm)
• Comments of Francisco J. Barragán, CIA, February 18, 2003 (File name: fjbarragan1.htm)
• Comments of R. Edwin Selover, Senior Vice President and General Counsel, Public Service Enterprise Group Incorporated, February 18, 2003 (File name: reselover1.htm)
• Comments of Samuel E. Upchurch, Jr., Executive Vice President, General Counsel & Secretary, Regions Financial Corp., February 18, 2003 (File name: seupchurch1.htm)
• Comments of Dr. Keiji Tachikawa, President & CEO; Shiro Tsuda, Senior Executive Vice President; Toyotaro Kato, Senior Executive Vice President; Masao Nakamura, Senior Executive Vice President; Keisuke Nakasaki, Corporate Auditor; Shinichi Nakatani, Corporate Auditor; Kiyomi Kamiya, Corporate Auditor; Kiyoto Uehara, Corporate Auditor; NTT DoCoMo, Inc., Japan, February 18, 2003 (File name: ktachikawa1.htm)
• Comments of David Devlin, FEE President, Fédération des Experts Comptables Européens (European Federation of Accountants), February 18, 2003 (File name: ddevlin1.htm)
• Comments of Tetsuya Kawakami, Director, Member of the Board and Chief Financial Officer, Matsushita Electric Industrial Co., Ltd., Japan, February 18, 2003 (File name: tkawakami1.htm)
• Comments of Takeshi Yoshii, Chairperson, Japan Corporate Auditors Association, February 18, 2003 (File name: tyoshii1.htm)
• Comments of William H. Shea, Jr., President and Chief Executive Officer, Buckeye Partners, L.P., February 18, 2003 (File name: whshea1.htm)
• Comments of Koichi Suzuki, President, Chief Executive Officer and Representative Director, Internet Initiative Japan, Inc., February 17, 2003 (File name: ksuzuki1.htm)
• Comments of Heinz Sundt, Telekom Austria AG, Austria, February 17, 2003 (File name: hsundt1.htm)
• Comments of Baker & McKenzie, Moscow, Russia, February 18, 2003 (File name: bakermoscow1.htm)
• Comments of Tim Moore, Vice President, General Counsel and Secretary, Plains All American Pipeline, L.P., February 17, 2003 (File name: tmoore1.htm)
• Comments of Michael B. Peisner, Curtis Thaxter Stevens Broder & Micoleau LLC, February 17, 2003 (File name: mbpeisner1.htm)
• Comments of Craig R. Rich, General Counsel, Williams Energy Partners L.P., February 17, 2003 (File name: crrich1.htm)
• Comments of Marcus B. Elliott, Vice President - Internal Audit, JPI Partners, LLC, February 17, 2003 (File name: mbelliott1.txt)
• Comments of Hajime Kuwata, Deputy Director General, Ministry of Economy, Trade and Industry, The Japanese Government, February 17, 2003 (File name: hkuwata1.htm)
• Comments of Eckart Sünner, President, BASF Aktiengesellschaft, February 17, 2003 (File name: esunner1.txt)
• Comments of Daniel S. Shook, February 16, 2003 (File name: dsshook1.txt)
• Comments of Steven K. Hazen, Esq., February 15, 2003 (File name: skhazen1.htm)
• Comments of Bruce E. Stern, General Counsel and Managing Director, Financial Security Assurance Holdings Ltd., February 14, 2003 (File name: bestern1.htm)
• Comments of Keith Johnson, Chief Legal Counsel, State of Wisconsin Investment Board, February 14, 2003 (File name: kjohnson1.htm)
• Comments of Vinson & Elkins L.L.P, February 14, 2003 (File name: vinsonelkins1.htm)
• Comments of D. Michael Jones, McGuireWoods LLP, February 14, 2003 (File name: dmjones1.htm)
• Comments of Robert E. Jones, Managing Partner and John A. Higley, Managing Partner, AuditConcerns, Inc., February 14, 2003 (File name: rejones1.htm)
• Comments of Barbara Mathews, Associate General Counsel, Edison International, February 14, 2003 (File name: bmathews1.htm)
• Comments of Fritz Heimann, Chairman; Thomas L. Milan, Director, Transparency International-USA, February 14, 2003 (File name: fheimann1.htm)
• Comments of Sue K. McDonnell, Vice President, General Counsel & Secretary, Dow Corning Corporation, February 14, 2003 (File name: skmcdonnell1.htm)
• Additional comments of Elliot I. Miller, Attorney, Kleban & Samor, P.C., February 14, 2003 (File name: eimiller2.txt)
• Comments of Baker & McKenzie.Wong & Leow, February 14, 2003 (File name: bakerwong1.htm)
• Comments of Makoto Hosomi, Deputy Commissioner for International Affairs, Financial Services Agency, Government of Japan, February 14, 2003 (File name: mhosommi1.htm)
• Comments of Mark G. Heesen, President, National Venture Capital Association, February 14, 2003 (File name: mgheesen1.htm)
• Comments of Jim Murphy, Executive Director, Markets Group, The Australian Treasury, February 14, 2003 (File name: jmurphy1.htm)
• Comments of Wendy S. Perez, Board President, California Board of Accountancy, February 13, 2003 (File name: wsperez1.htm)
• Memorandum from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding February 6, 2003 meeting with Transamerica Finance Corporation, dated February 12, 2003 (File name: transamer020603.htm)
• Memorandun from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding materials received from Allianz AG dated February 12, 2003 (File name: allianz021203.htm)
• Comments of Jack Ehnes, Chief Executive Officer, California State Teachers' Retirement System, February 12, 2003 (File name: jehnes.htm)
• Memorandun from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding a meeting with representatives from six Japanese companies and the New York Stock Exchange, Inc., February 12, 2003 (File name: japannyse021203.htm)
• Memorandun from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding meeting with Vinson & Elkins L.L.P., dated February 12, 2003 (File name: vinson030603.htm)
• Memorandun from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding February 11, 2003 meeting with Shell International Limited, dated February 12, 2003 (File name: shell021203.htm)
• Memorandun from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding February 6, 2003 meeting with Unilever PLC and Unilever N.V, dated February 12, 2003 (File name: unilever020603.htm)
• Memorandun from Jeffrey J. Minton, Special Counsel, Office of Rulemaking, Division of Corporation Finance, regarding February 10, 2003 meeting with Association of Private French Enterprises - Association of Large French Enterprises and the New York Stock Exchange, Inc., dated February 11, 2003 (File name: apfe-alfe021003.htm)
• Comments of John Smith, Assistant General Counsel, Enterprise Products GP, LLC, February 10, 2003 (File name: jsmith1.txt)
• Comments of O.S. Andras, President and Chief Executive Officer, Enterprise Products GP, LLC, February 10, 2003 (File name: osandras1.htm)
• Comments of Andru H. Volinsky, Esq., President, HR Hotline, Inc., February 8, 2003 (File name: ahvolinsky1.txt)
• Comments of Heike Ottemann, Allianz AG, Munich, Germany, February 7, 2003 (File name: hottemann1.htm)
• Comments of Arthur M. Siskind, Esq., Senior Executive Vice President and Group General Counsel, The News Corporation Limited, January 30, 2003 (File name: amsiskind1.htm)
• Comments of Nick Carter, President, Natural Resource Partners L.P. and GP Natural Resource Partners LLC, February 6, 2003 (File name: ncarter1.txt)
• Comments of Professor James Fanto, Brooklyn Law School, February 3, 2003 (File name: jfanto1.txt)
• Comments of Williams Rundorff, Executive Vice President and Chief Legal Officer, F.N.B. Corporation, January 31, 2003 (File name: wrundorff1.htm)
• Comments of Jeffrey S. Robinson, Esq, January 31, 2003 (File name: jsrobinson1.txt)
• Comments of Tony Malone, Chief Executive Officer, The Network, Inc., January 29, 2003 (File name: tmalone1.htm)
• Comments of Thomas J. Duvall, Chairman and CEO and Howard L. Niden, President and COO, Confidential Communication Services, LLC, January 29, 2003 (File name: tjduvall1.htm)
• Comments of Sean Foley, Vice President & Treasurer, Cingular Wireless, January 30, 2003 (File name: sfoley1.htm)
• Comments of Greg Swalwell, January 29, 2003 (File name: gswalwell1.htm)
• Comments of Shell International Limited, London, United Kingdom, January 29, 2003 (File name: shellintern1.htm)
• Comments of David Gold, January 27, 2003 (File name: dgold1.txt)
• Comments of Elliot I. Miller, Attorney, Kleban & Samor, P.C., January 27, 2003 (File name: eimiller1.txt)
• Comments of C. H. Moore, Jr., CPA, January 23, 2003 (File name: chmoore1.htm)
• Comments of Kenneth Christenson, January 22, 2003 (File name: kchristenson1.txt)
• Comments of D. Scott Huggins, Senior Vice President & Chief Auditor, Fulton Financial Corporation, January 22, 2003 (File name: dshuggins1.htm)
• Comments of David C. Fischer, Loeb & Loeb LLP, January 21, 2003 (File name: dcfischer1.txt)
• Comments of Frederick D. Lipman, Blank Rome LLP, January 21, 2003 (File name: fdlipman1.txt)
• Comments of Roger A. Brown, Senior Vice President, Secretary & General Counsel, Harleysville Insurance, January 17, 2003 (File name: rabrown1.htm)
• Comments of Stacey W. Goff, Vice President & Assistant General Counsel, CenturyTel, Inc., January 16, 2003 (File name: swgoff1.htm)

http://www.sec.gov/rules/proposed/s70203.shtml