Comment Letter to the SEC

Re: United States Securities and Exchange Commission (Commission) 2004-2009 Strategic Plan
(Click here for plan)

September 14, 2004

Jonathan G. Katz, Secretary
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

RE: United States Securities and Exchange Commission (Commission) 2004-2009 Strategic Plan

Dear Mr. Katz:

The American Society of Corporate Secretaries, Inc. (ASCS) is a professional association founded in 1946, serving move than 3,000 issuers. Job responsibilities of our members include working with corporate boards of directors and senior management regarding corporate governance; assuring issuer compliance with securities regulations and listing requirements; and interacting with the Commission on behalf of issuers. The majority of ASCS members are attorneys. We appreciate the opportunity to provide input regarding the Commission's 2004-2009 Strategic Plan.

We welcome and applaud the Commission's Strategic Plan. As noted by Chairman Donaldson, a strong and effective Commission is essential to investor confidence and the proper functioning of the U.S. securities markets. The Strategic Plan provides investors, issuers and other securities market participants clear and understandable information regarding the mission, values and goals for the Commission during the 2004-2009 timeframe.

We strongly agree with the Commission's statement of its mission and its goals of enforcing compliance with the federal securities laws, sustaining an effective and flexible regulatory environment, encouraging and promoting informed investment decision making and maximizing the use of SEC resources.

In particular, we agree and support:

• Expanding risk-based assessment capabilities.
• Assuring regulations are clearly written, flexible and relevant and do not impose unnecessary financial or reporting burdens, including updating and consolidating forms and guides and assessing the impact of prior Commission rulemaking. Issuers are currently struggling with the impact of new initiatives resulting from the Sarbanes Oxley Act and the ultimate benefits to investors of these additional requirements is not yet certain. The Commission's willingness to monitor both the effectiveness and the relative burdens of these initiatives is of critical importance in assuring the U.S. securities markets maintain their leadership position in a global marketplace. A review and simplification of the regulations under the Securities Act of 1933 would also enhance the effectiveness of the regulatory regime.
• Continuing to enhance the interpretative guidance process. While the Commission staff has moved quickly to provide guidance regarding the application of new initiatives, additional guidance through a continued variety of avenues will assist in assuring fair, accurate and timely disclosure in compliance with Commission guidelines.
• Coordinating with other securities regulators domestically and abroad. While the ASCS supports enhancing these partnerships, we believe the U.S. capital markets would not be well served by an expansion of differing laws and regulations by individual states which could ultimately lead to increased compliance costs with little demonstrable benefit to investors.
• Convergence of international accounting standards and practices executed in a manner that U.S. companies, investors and capital markets will benefit.
• Applying technology to enhance the operational effectiveness of the agency and to improve public access to SEC filings and other information. A priority should include making it easier, quicker and more efficient for issuers to make electronic submissions, including the ability to make filings on the EDGAR system 24 hours a day on business days.
• Assuring that human capital strategies are aligned to achieve mission, goals and outcomes by continuing to hire and retain highly qualified and motivated staff.
• Targeted investor education initatives. In particular, we believe there is value in some type of nationally accredited investor education for employees who have flexibility among investment choices in benefit plans, like choices among mutual funds in a 401k plan. Commission staff could consider providing or coordinating such training online. Currently, locating vendors to provide education who have no self-interest (as is the case with mutual fund providers and brokers who administer the plans) and are separate from the issuer (so as to avoid any problems under ERISA and issues related to company securities) is a challenge, particularly for our small business members who may not have a large human resources staff or budget.

As with any strategic plan, we encourage the Commission to review the Strategic Plan against changing circumstances and adapt the Plan to meet new challenges, including feedback from the investors, issuers and other capital market participants.

In summary, we commend the Commission for articulating its mission, values and goals and seeking public input.

Please do not hesitate to contact us if you have any questions.

Cordially,

Kathleen M. Gibson,
Chairman, American Society of Corporate Secretaries

Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005

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