From: Thomas, Ken [Ken.Thomas@cityofdayton.org]
Sent: Wednesday, December 03, 2003 6:07 PM
To: rule-comments@sec.gov
Subject: S7-19-03: 


As both a Board member of a large institutional pension fund and an 
individual investor, I urge the SEC to support greater democratic process 
in the election of corporate directors, and to support investors' rights 
to nominate legitimate candidates for these boards through the company's 
proxy statement.  What we currently have in place in no way resembles an 
open, democratic election of directors, and the addition of "triggers" 
make it even less so!  Few investors would choose to use their right to 
nominate an individual unless they felt a board member and/or executives 
were grossly mismanaging a corporation, and then having to clear a hurdle 
of gaining more support for an investor candidate than one proposed by the 
administration.  I encourage the Commission to adopt rules that are 
responsive to permitting a greater freedom and openness to this process, 
without undue triggers.  Only then can shareholders effectively hold 
individual board members accountable for their actions and we get back in 
equilibrium with the structure of corporate governance.

											


Sincerely,

Ken Thomas