From: JimWagner@SAFe-mail.net
Sent: Tuesday, October 21, 2003 4:33 PM
To: rule-comments@sec.gov
Cc: news@citizenworks.org; ginwagner@safe-mail.net;
john_e_wagner@hotmail.com
Subject: With respect to file number: S7-19-03

The Security and Exchange Commission (SEC)

Dear Commissioners,

We want shareholder democracy!

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. 

These are high hurdles indeed for shareholder democracy. 

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. 

We urge you to consider our shareholder concerns. 

And we demand that the SEC really bring 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.

Respectfully,

Jim Wagner
4897 East Walnut Street
Westerville, Ohio 43081