From: Charles Knight [carlosknight@rcn.com]
Sent: Monday, December 22, 2003 12:36 PM
To: rule-comments@sec.gov
Cc: Charles Knight
Subject: Proposed Reforms on Proxy Process (s7-19-03)

I understand that the SEC is considering proposed reforms in the proxy process 
as outlined at http://www.sec.gov/rules/proposed/34-48626.htm .

I've experienced significant financial losses directly as the result of corporate 
misdeeds such as those leading to the WorldCom bankruptcy as well as indirectly 
due to collateral effects such as resulted from alleged fraud at Enron.  In these 
various cases it was apparent that corporate boards have done a poor job and were 
seriously deficient in their fiduciary duties to shareholders.  One is also left 
with the impression that the SEC has not performed its necessary role in balancing 
the needs of shareholders versus corporate free enterprise by preemptively and 
effectively establishing requirements, guidelines, and means to redress inadequate 
corporate governance.  I applaud the efforts of various state attorneys general 
to impose meaningful change because this has not happened through the auspices of 
federal agencies -- as should have been done long ago, in this as well as other 
more recent examples of fraud and abuse in our financial system.  The SEC has too 
often provided too little and much too late.  While the proposed changes are at 
most modest, they are at least an attempt to improve governance where clearly 
necessary.  I hope that due focus on shareholders at the SEC, as opposed to 
corporate interests, will continue in this and future reforms.  If not, the 
shareholder rebellion can be enhanced in Congress and elsewhere to assure real 
and permanent change -- by whatever means, since the losses have been massive.  
Hopefully, the SEC will recognize and understand what is needed to remain 
relevant.
 
Sincerely, Charles J. Knight