From: David [daf1@optonline.net] Sent: Wednesday, June 11, 2003 2:04 PM To: rule-comments@sec.gov Subject: (s7-10-03) Re: Rules Regarding Governance of Boards of Directors Dear SEC Rulemaker, Please read the article excerpt below. It highlights concerns regarding corporate governance that I think are more wide spread and systemic then the current focus on the few companies that have been in the news. I think that new rules should be established regarding the selection and election of the board of directors. In addition, by serving on a board there should be a personal accountability by the members. Please consider eliminating the insurance that executives and board members currently all have to eliminate their personal liability. These policy are paid for by the stock holders but are contrary to the interest of the stock holders. Just the fact that all board members have it shows that their interests are more self serving than serving the needs of shareholder. If they claim that no one will serve on the board without it, I would strongly challenge that claim. Perhaps the current set of big shots in those positions that have lined their pockets at the expense of shareholders would not want to continue on their boards but that would be a benefit of making this change! Also, please consider that with the popularity of mutual funds, as well as the prevalence of institutional investors, all share holder elections are currently rigged with an outcome that is determined in advance by the board. This does not serve the interest of share holders. You should consider a new rule should be that only individuals can vote based on their portion of interest in these pooled resources. That might be difficult to determine but it can be done. The bottom line is that corporations do not own anything, only people do and these people should have the vote! The SEC should do a better job in publicizing how individuals can run for board positions. Currently these jobs are hand selected and this can be self serving and contradictory to the interest of shareholders. This is evidenced by board members running unopposed and winning their elections by landslide votes. How is this in the interest of the shareholders? Sincerely, David Feit 11 Oran Place Morganville, NJ 07751 732-332-0701 daf1@optonline.net WORLDCOM DIRECTORS’ CREDIBILITY DOUBTED – [USA Today, 3B.] Former WorldCom directors should get the boot from other boards because their credibility has been so damaged amid the telecom giant's collapse, say corporate governance experts. At least five former directors sit on the boards of 15 companies and non-profits -- including such blue-chip outfits as pharmaceutical powerhouse Wyeth, mutual fund manager Dreyfus and Johns Hopkins University. The directors were blasted Monday in two reports detailing events that drove WorldCom into the USA's biggest bankruptcy filing. They were criticized for racking up piles of debt, approving multibillion-dollar deals with little discussion and deferring too often to the very executives they were supposed to be supervising. “It severely impairs the personal credibility of the individuals involved,” says Nell Minow of The Corporate Library, a research firm. Experts say pressure could build on former WorldCom directors, and those of other troubled companies. [back to top]