Sent: Thursday, December 18, 2003 9:33 AM
Subject: Comments re File#S7-19-03 Shareholder access to nominations

December 17, 2003


Jonathan G. Katz, Secretary
US Securities and Exchange Commission
450 Fifth St. NW
Washington, DC 20549-0609

Re: File #S7-19-03 Shareholder Access to Board Nominations via Proxy
Ballots

Dear Secretary Katz,

Clean Yield is a 20-year-old asset management firm specializing in
building client investment value through consideration of
company performance in social and environmental realms, as well as
financial.

We salute the SEC for recognizing the profound connection between
ingrown, inaccessible boards of directors and the continuing rash of
scandals related to corrupt, self-dealing management and excessive
executive compensation. Further, we support the SEC’s general
approach to breaking this connection: giving security holders a
meaningful opportunity to vote for board members alternative to the
board-generated slates that are presented and rubber-stamped by proxy
each year.

However, we disagree with the SEC proposal in its specifics. The high
thresholds and long time periods required for security holders to
nominate alternative candidates means the process will rarely if ever be
tried. Further, we believe that in the rare instance that such a
shareholder initiative might succeed and alternative members be elected,
the influence of one or two new board members would be so small
as to be easily ignored.

In our view, if the proposal should pass in its current form, the net
effect would be to de-energize the present healthy climate of skepticism
rather than substantively open up corporate managements and boards.

Instead, we propose that:

1) Security holders owning $1,000 or more of company shares and whose
shares have been held one year or more, be eligible to present
participate in voting in the nominations process.
2) Any nominee be required, under strict and severe penalty, to disclose
any "special interests" which could run counter to company
interests.
3) A committee of approximately 10, representing each of the largest
shareholders with no existing direct representative on the board, be
charged with evaluating the competency of all nominees to serve.
4) That this committee be charged with presenting qualified alternative
nominees to appear on proxy ballots up to 20% of the board slate.
5) That all board members be exposed to election every year.

Surely, the Commission does not want to err on the side of unstable,
unqualified boards. But just as surely, the current proposal will have
the effect of maintaining the highly unsatisfactory status quo for many
more years.

Thank you for your consideration.

Sincerely,


Rian F. Fried, President
Clean Yield Asset Management
PO Box 117, Garvin Hill Road
Greensboro, VT 05841

802-533-7178 tel
802-533-2907 fax
rian@cleanyield.com