From: Gokhals [gokhals@pacbell.net]
Sent: Monday, March 29, 2004 1:23 PM
To: rule-comments@sec.gov
Subject: S7-19-03

Dear Sir/Madam,

Yes I am in favor of a proposal that permits long term shareholder's
concerns (regardless of whether they have majority or minority
ownership) to be heard in the boardroom, without dissenters or
questioners being voted out of the boardroom. Every boardroom I look at
today, especially those of a lot of maturing high tech companies appear
to be a cozy alliance of managers and board members where vigorous
discussion is replaced with non attendance, often apathy on part of
board members and certainly lack of a questioning attitude on part of
the members - a questioning attitude that protects the interests of the
shareholders. 

The compensation committee in particular needs to be comprised of
members who review upper management's salaries to ensure they reflect
their contribution. All shareholders must be required to vote on expense
item issues such as option grants to executive management and other
compensation as well to prevent the type of fraud encouraged by not
doing so. 

Regards, 
Sushama Gokhale
m) 415-717-2158
f) 508-302-8472
gokhals@pacbell.net