From: Eleanor Bloxham [ebloxham@thevaluealliance.com]
Sent: Sunday, September 14, 2003 5:59 PM
To: rule-comments@sec.gov
Subject: File No. S7-14-03

To:
Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549-0609

COMMENT ON SEC-PROPOSED RULE:  File No. S7-14-03

Dear Mr. Katz,

I appreciate the opportunity to provide the following comments regarding
SEC-proposed rule S7-14-03.

I am in agreement with the spirit of the proposed rule, believing that
future changes to proxy access do not negate the need for open disclosure
(which benefits not only current investors but also potential investors,
directors, employees, customers, and vendors as well).

Disclosure provides potential investors and potential directors with a way
to compare the processes one board uses to nominate directors and its
policies with respect to those nominations - with those of other boards --
before they choose to invest or undertake a process to be considered for
directorship.

It provides potential employees, customers, and vendors with information to
compare an organization's board processes with that of alternatives in
choosing potential employers, vendors, and customers.

One overriding comment I would make is to ask that the SEC consider the
benefits of some mechanism to make the disclosure most useful by reflecting
changes over time rather than simply providing static snapshots. Just as in
the financial disclosure arena where it can be useful to have in one place a
perspective of results over a period of time (say 3 - 5 years), so too with
non financial disclosures. Have the number of meetings changed and has
meeting attendance improved over time, for example? The same applies to the
nomination process. Has the nomination committee changed its requirements
for candidates? Did the board nominate directors that did not meet the
stated criteria in 2004, but that met the criteria in 2005, and that met the
criteria in 2006? How the company has evolved its processes can be important
to all constituents in making judgments about current governance. In making
this suggestion, I am not arguing that disclosure provisions be made
retroactive. Rather that as the disclosure becomes available, that in order
to make it most useful,  a mecahnism be developed or provision be made to
provide historical reference in subsequent periods in a single place, if
possible.

If I can answer any questions for you, please let me know.

With best regards,
Eleanor

Eleanor Bloxham
President, The Value Alliance and Corporate Governance Alliance
phone 614-571-7020 fax 614-891-3578
http://www.thevaluealliance.com
http://www.corporategovernancealliance.com