One Shareholders CommentsFrom: Smith, Doug [Dsmith@eatonpeabody.com] Sent: Monday, November 03, 2003 9:48 AM To: Rule-comments@sec.gov Subject: (s7-19-03) One Shareholders Comments Dear Regulator: I wanted to add my voice to the many that are undoubted contacting you to encourage you in the rulemaking on shareholder nominated board candidates. I realize that these governance issues are not always easy, but as a shareholder through both my self directed retirement account and a state retirement system ( part-time elected official), I do think that close scrutiny of the procedures and the eligibility criteria for board nominations is long overdue for publicly traded companies. It is all too familiar an occurrence to see boards working for the management rather than the stockholders. The term “fiduciary repsonsibility” needs to be re-introduced to many who serve on the boards of these companies. Too many of the board members are “buddies” of the corporate management--often time their fellow CEO’s from other companies. They have, for example, a vested interest in keeping corporate compensation packages extremely high so they can point to the example that X Corp. on whose board they serve as they argue for the next pay/bonus from their own board. One of the things that I think should be reviewed is whether it would help if CEO’s and CFO’s were limited from serving in unrestricted capacities on other boards. Likewise, public officials must take an oath before entering on their official duties. Why shouldn’t board members be sworn to a similar oath of allegience to shareholders tied to severe reputational and financial penalty if they waiver? I realize there are a lot of definitional problems in all of this but the integrity of corporate governance in our system is so important that those who serve on boards must be held accountable for their self-dealing (whether direct or indirect) and other lapses in fiduciary responsibility. I hope this finds its way to an interested set of eyes. Thanks for listening. Doug Smith Eaton Peabody PO Box 1210 Bangor, ME 04402-1210 Tel: 207-947-0111 Fax: 207-942-3040 Email: (DSmith@eatonpeabody.com) Web address: () This electronic message transmission contains information from the law firm of Eaton Peabody which may be confidential or privileged. The information is intended to be for the use of the individual or entity named above. If you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the contents of this information is prohibited. If you have received this electronic transmission in error, please notify us by telephone (207-947-0111) or by electronic mail (DSmith@eatonpeabody.com) immediately.