MEMORANDUM

To :	Commission File No. S7-02-03
From :	Jeffrey J. Minton Special Counsel Office of Rulemaking Division of Corporation Finance U.S. Securities and Exchange Commission
Re :	Standards Relating to Listed Company Audit Committees Release Nos. 33-8173; 34-47137
Date :	February 11, 2003

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On February 10, 2003, members of the Division of Corporation Finance met with representatives from the Association of Private French Enterprises - Association of Large French Enterprises ("AFEP-AGREF") and the New York Stock Exchange, Inc. regarding the impact of the Commission's proposals on French companies. Matters discussed included the status of comment letters received, a comparison of French and U.S. corporate law and the Commission's proposed exemptions and accommodations for foreign private issuers.

The representatives supported clarifying that "compensatory fees" do not include compensation received under a retirement or similar plan in which a former officer or employee participates.

The representatives also recommended additional time for companies to comply since the requirements as proposed would become operative during the middle of the annual meeting period in France.