From: Tracey Rembert [tcrembert@yahoo.com] Sent: Friday, October 17, 2003 4:20 PM To: rule-comments@sec.gov Subject: File number S7-19-03 Jonathan G. Katz, Secretary U.S. Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549-0609 File No. S7-19-03 October 17, 2003 Dear Secretary Katz and SEC Staff, I'm a small investor in the equities markets, mostly through my various funds and retirement plan. But I'm a shareowner that takes an active and engaged stance with my investments, including checking up on how my investment representatives voted proxies, filed shareholder resolutions, and addressed regulatory issues that affect the rights of investors in the U.S. I've been hearing a great deal this year about the issue of proxy access, or shareholders' ability to nominate director candidates using the corporate proxy. And I've read the debates on both sides of this issue. And what I don't understand is why corporations and their counsels have been in such an uproar over what I consider to be the most modest of proposals. Skimming through the recently proposed rule on shareholder proxy access only reinforces my view--that what investors are asking for is a minimal request to be able to address the systemic abuses facing our financial system--that of economic power lying in fewer and fewer hands--hands that are sometimes mired in conflicts of interests. I've actually attended a number of annual meetings these last few years, and encouraged my friends and family to do the same. And what I've witnessed is an amazing amount of condescension and disrespect coming from CEOs who preside over these meetings. I've seen investors rudely interrupted when speaking. I've seen people break down and cry after being ridiculed by a CEO/Chairman. I've witnessed Directors blatantly ignore investors when they have been directly questioned and asked to respond to a shareowner question. Am I missing something, or are Directors not supposed to represent investor, and increasingly, stakeholder concerns to corporations? A proposal asking for the right to nominate a few names for the corporate proxy for director elections seems a fair and legitimate request. What we currently have in no way resembles an election of directors--it's more like the rubberstamping of a banana republic. Even having direct access to the proxy without barriers, or triggers, to obtain it, seems a very modest proposal to me, given that few investors would use these rights unless they felt a Board and corporate executives were grossly mismanaging a corporation. It's just too much effort to find qualified candidates, under increasingly stringent rules of independence, unless our investment dollars are on the line. And the corporate arguments about special interests taking over boards seems more like noise to me--for even if someone from a "special interest" category happens to actually make it to the ballot (which is highly improbable), I just can't see a majority of shareholders voting for that person in good fiduciary conscience. I know how hard some corporations have lobbied the SEC to limit this rule, and the ability of investors to access it. Even now, powerful business associations, including the Business Roundtable, wasted no time in pondering ways to change Delaware state law to make the new proposal worthless. I sincerely hope that the SEC will stand by investors, large and small, that have poured their life savings into the markets, and improve the system to allow for greater shareholder suffrage. I'm tired of opening the pages of the Wall Street Journal every day and seeing more new evidence that the corporate corruption we've all witnessed is systemic in nature. We need to have greater checks and balances on company executives, and the Boards that kowtow to them, in order to turn this economy around. You'll never regain investor confidence until you've fixed the reason it was lost. People didn't lose faith in the markets--they lost faith in the managers of companies. For the record, I oppose triggers, I oppose a two year waiting period to be able to turn companies around, and I will always vote against directors that are asleep at the switch. Perhaps it is time that you not only empowered investors to better engage with the companies they own, but that you also point out the responsibilites investors have to keeping companies transparent and well-managed as well. Sincerely, Tracey Coker Rembert College Park, MD -------------------------------------------------------------------------------- Do you Yahoo!? The New Yahoo! Shopping - with improved product search