Comment letter to the NYSE

Re: Client Directed Voting ("CDV")

December 14, 2006

Via Overnight Mail

Ms. Catherine Kinney
President and Co-Chief Operating Officer
New York Stock Exchange Group
11 Wall Street, 6th Floor
New York, New York 10005

Dear Cathy:

I am writing on behalf of the Society of Corporate Secretaries and Governance Professionals (the "Society") to support the concept of Client Directed Voting ("CDV") which has been presented for consideration to interested parties involved in the proxy voting process by Mr. Stephen P. Norman, the Secretary and Corporate Governance Officer of the American Express Company and a former Chairman of the Society and former Chairman of its Securities Industry Committee. As you know, for more than 25 years, Mr. Norman has served frequently on panels, committees and task forces endeavoring to improve the proxy process for shareholders, issuers and brokers.

The Society believes CDV in its proposed form will encourage re-engagement of that segment of retail owners who are currently not voting, or rarely voting, by offering them a means to register their voting preferences into their brokerage contracts. We feel that registering one's voting instructions with a fiduciary is a mainstream practice, one followed for years by many institutions. CDV would provide privacy for those investors who seek it, while ensuring a fair vote, the certainty of a quorum, and the satisfactory conclusion of business at annual meetings.

We understand that CDV is a concept in which a number of members of the brokerage community see merit as a means of recording their customer voting preferences. The Society is open to modifications to CDV and supports the complementary efforts of the NYSE to ask street name holders to rethink their NOBO/OBO status as part of an educational effort.

The NYSE has long championed the small shareholder and we think CDV coupled with education of investors will result in greater engagement by the small shareholder and provide balance in the proxy voting process. It would also spare issuers the cost and expense of pursuing currently inactive retail shareholders.

Please don't hesitate to call upon the Society if we can be helpful in any way as the NYSE and its Proxy Voting Group continue their work on this important issue.

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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