MessageFrom: Barbara Sleasman [bsleasman@ragm.com] Sent: Monday, December 29, 2003 8:06 AM To: rule-comments@sec.gov Subject: Re: Security Holder Director Nominations (release No. 34-48626, File No. S7-19-03) Robert A.G. Monks P.O. Box 756 Lewes, DE 19958 T: 302-644-7484 F: 302-644-7485 Email: ragmonks@ragm.com Web: www.ragm.com December 29, 2003 Via email Mr. Jonathan G. Katz Secretary Securities & Exchange Commission 450 Fifth Street, NW Washington, DC 20549-0609 Re: Security Holder Director Nominations (release No. 34-48626, File No. S7-19-03) Dear Mr. Katz, I am glad of the opportunity to commend the agency for raising the issue of the nomination of directors by shareholders. I have written extensively on the essentiality of genuinely independent nomination. [Capitalism Without Owners Will Fail – A Policymakers Guide to Reform by Robert Monks and Allen Sykes - http://www.ragm.com/library/topics/ragm_sykesPolicyMakersGuide.html) and have been very much involved with the deficiencies of the SEC’s historical policies in this area (A Traitor to His Class by Hilary Rosenberg, Chapter 5). I am also familiar with the recent statements from the Chancellor, Vice Chancellor and Chancery Court of Delaware indicating a very welcome and new state court interest in this problem. What must be clear from this initiative is (1) change along these lines is necessary and desirable, (2) the SEC has a vital role, but by no means adequate statutory authority to enable the necessary to be accomplished, (3) in 50 years of experience as an activist investor I can recall no situation, not a single one, in which the Commission’s proposal could have enabled a constructive solution, however, that is not the point. The point is that you have required these issues to be thought about and have made clear that ultimate progress requires not only a continuation of the Commission’s leadership but also Congressional action and action by key State Legislatures. Respectfully submitted, Robert A.G. Monks