From: Andrew Randall [andrewrandall@earthlink.net]
Sent: Monday, October 20, 2003 4:40 PM
To: rule-comments@sec.gov
Subject: S7-19-03

Dear Sirs,

The recent corporate scandals and the continued excesses of CEO pay have
highlighted the flaws in allowing the board of directors to remain a
self-serving tool of management. Until corporate governance is reformed to
make directors more accountable to shareholders and to allow shareholders
more power over the companies they own, we are likely to continue to see
weak, conflicted boards of directors incapable of standing up to the
excesses of management, which remains a formula for trouble.

The SEC is currently weighing rules on how to make corporate elections more
democratic. Unfortunately, the SEC's proposed rules only go part of the way.
Under the proposed rules, shareholders only get to nominate directors in
cases where in the proceeding year a majority of shareholders voted to open
up the elections or a substantial number of shareholders withheld their
votes for the current directors.  This is like forbidding a homeowner to buy
a smoke detector until his house has burnt down.

The SEC is supposed to act in the interests of the people.  It can, and
should, do that by bringing true democracy to corporate board elections by
removing the trigger events from the shareholder democracy proposal.
Allowing the owners of the companies – the shareholders – to have an actual
say in the membership of the corporate board of directors is one of the best
ways to curb many of the insider excesses that have been taking place in
corporate America.

Yours faithfully,
Andrew Randall
589 Tripoli Court
Marco Island, FL 34145-3835
Tel: (239) 394-3138
Fax: (801) 315-9360
E-mail: andrewrandall@earthlink.net