MessageFrom: Carter, Gary [gcarter@ci.hartford.ct.us]
Sent: Thursday, November 13, 2003 3:50 PM
To: rule-comments@sec.gov
Cc: Palm, Kathleen
Subject: S7-19-03: 

Ladies and Gentlemen,
    I am writing to voice my support for the general thrust of the proposal 
to provide shareholder (the true owners of the enterprise) access to company 
proxy cards for the nomination of directors.  It represents an opportunity to 
provide the owners of the enterprise a true voice on the governing boards and 
committees of the enterprise.  As has become painfully evident over the last 
several years (MCI, ENRON, etc.) executive management and their boards have 
focused more on their welfare than that of the shareholders.  They have lost 
sight of the need to provide the enterprise owners with a say as to how the 
capital (contributed by those of us who have purchased an ownership interest 
with real cash) is used and even what margins (profits) the we are willing to 
forgo for the greater good of society.
 
    Again the overall direction of the proposal is good, however more attention 
needs to be given to providing shareholders with a true voice and true protections, 
including the ability to replace poorly performing or unresponsive personnel.  
For example, two years is much too long a time to wait to replace an underperforming 
or unresponsive board member.  If they fail to perform, their seat needs to be 
at risk as of the next election.  Further, there should not be a phase in, all 
companies subject to SEC proxy rules should immediately be covered by the rule, 
exceptions of any kind should be kept to a minimum.  All shareholders deserve to 
have their interests represented and protected.
 
    On another front, it is my understanding that there is no mechanism in the 
current proposal that would trigger access in those instances where there have 
been majority shareholder support for a resolution sponsored by a shareholder 
that a management and its Board has chosen to ignore.  That is a clear breach of 
duty, a failure to abide by the wishes of the owners of the enterprise.  I 
respectfully request that you add such a trigger.
 
    There are other issues that others who are much more familiar and conversant 
with this issue can raise and address and I trust that you will hear from them.

Gary L. Carter, Director of Investments
City of Hartford Pension Commission
Telephone: (860) 757-9112
Telecopier: (860) 722-6127
Mailing Address:
City of Hartford Pension Commission
C/O Office of the City Treasurer
550 Main Street
Hartford, CT 06103
Location/Overnight Delivery:
City of Hartford Pension Commission
C/O Office of the City Treasurer
250 Constitution Plaza, 2nd Floor
Hartford, CT 06103
 

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