From: Avellanet, Wayne [Wayne.Avellanet@NAV-INTERNATIONAL.com]
Sent: Tuesday, February 18, 2003 8:46 AM
To: 'rule-comments@sec.gov'
Subject: comment letter File No. S7-02-03 - Audit Committee Member
Indepen dence

Comments submitted by:
Allan Wayne Avellanet, CMA, MBA
Certified Management Accountant
Institute of Management Accounting
21 years experience in private accounting at publicly traded firms with
responsibility for SEC reporting.


In regards to "Audit Committee Member Independence" of the proposed rule I
respectfully submit the following observations and suggestion in response to
The Commissions request for;
Perhaps it might be useful to consider not what constitutes Audit Committee
Member Independence as a series of specific qualifications, but instead as a
series of actions undertaken to justify the designation over time.  And to
provide for the very timely dismissal of Audit Committee Members who are
found to not be independent.

In my opinion, The Commission seeks to inject corporate governance with the
same sort of combative qualities one finds throughout the American form of
government.  Perhaps the existence of "Audit Committee Member Independence"
could be viewed less as a series of qualifications considered at the
beginning of the tenure but instead as an annual examination required for
continued service.
For example, Did the Independent Audit Committee Member?:
1. Keep confidential those complaints that were filed by internal
accountants regarding the wrongdoing of executives?
2. Initiate any action of any type against a sitting executive in response
to a complaint filed by an internal accountant?
3. Challenge a sitting executive on any audit related point?
4. Retain outside council to investigate the legality of any activity that
the issuer has undertaken with respect to the industry (e.g. market
manipulation), politics (contributions, etc) or the environment?

Regardless of their initial qualifications, perhaps the true measure of
"Audit Committee Member Independence" lies in their deeds once given the
priviledge to serve.


Regards,

Wayne Avellanet

Wayne Avellanet
Plano, Texas
214-986-7131