From: CRice445@aol.com
Sent: Friday, June 06, 2003 2:04 PM
To: rule-comments@sec.gov
Subject: File No. S7-10-03
I am writing as an active member of Responsible Wealth who has attended a number 
of shareholder meetings of companies of which I own stock.  I have also filed and 
presented shareholder resolutions to these companies.  As a concerned shareholder, 
I have been distressed to see the seeming "quid pro quo" that afflicts the selection 
process for Directors of corporations.  I've become aware of how often an officer, 
perhaps the CEO, of company x, serves on the Board of company y, and, to complete 
the picture, an officer, perhaps the CEO, of company y serves on the Board of 
company x.  Arrangements such as these seem to continue regardless of the 
profitability of the companies and, I believe, contribute to the exorbitant salaries 
received by CEOs of our very large corporations.  I have also noted how few women 
serve on these boards.  I do not believe any of this serves shareholders or the 
general public.

I myself have submitted a nomination to one company and never received a reply.  The 
current system of shareholders suggesting names to board nominating committees is a 
sham set up to make shareholders think they have a role in a process that is 
incestuously controlled by sitting directors.  

I would definitely support any rule change that gives more power to shareholders to 
nominate candidates for Boards of Directors.  I agree in principle with the suggestions 
that have been submitted by Responsible Wealth which I have included below. 

I also believe the Commission should repeal the Rule 14a-8(i) exclusion which has been 
interpreted broadly to limit criticism or critique of the Board's effectiveness and 
competence. If candidates are to be placed in nominations against an existing slate of 
sitting directors, the additional candidates must be free to express their disagreements 
with the judgments of the current Board, without having those disagreements stifled as 
statements that impugn the integrity of the Board.

I urge you to consider these suggestions very seriously.  Thank you, Carol Rice

The Responsible Wealth project of United for a Fair Economy supports the adoption of 
rules to allow direct shareholder nominees to the proxy ballot. We believe that 
coalitions of at least 25 qualified investors collectively owning 1% of outstanding 
shares should be able to nominate individuals to fill up to 25% of the Board seats 
that are up for election.

While several corporate governance reform efforts have been adopted over the last 
year, the real reform remains restructuring a board election process whereby boards 
nominate themselves, leaving shareholders with a largely ceremonial role of affirmation. 
Broadening the experiential diversity of directors and breaking some of the endemic 
personal ties among directors that lead to inherent conflicts of interests will 
strengthen businesses, protect shareholder value and increase corporate accountability.

The coalition of investors is important to protect against the power of large 
institutional investors, which could single-handedly nominate director candidates. 
Requiring a coalition of investors would require even powerful institutions to persuade 
other investors to join in the effort. Requiring an ownership threshold would assure 
that direct access to the ballot would not be trivialized.