Comment Lewis

Lloyds Chambers 1 Portsoken Street London E1 8HZ United Kingdom Tel: +44 (0)20 7702 0888 Fax: +44 (0)20 7702 9452 www.hermes.co.uk Nancy Morris, Secretary Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-9303 USA rd3 February 2006 RE: Internet Availability of Proxy Materials Dear Ms Morris, Hermes is one of the largest pension fund managers in the United Kingdom and is the principal manager of the BT Pension Scheme and the Royal Mail Pension Plan. We also respond on behalf of the British Coal Staff Superannuation Scheme. These are three of the five largest pension funds in the UK. Hermes has approximately $105 billion under management, of which around $11.5 billion is invested in North American companies. Hermes believes that companies with informed and involved shareholders will outperform in the long-term as oversight by shareholders encourages management to pursue strategies that achieve superior long-term shareholder returns. Consequently, Hermes has for some time taken an active interest in the performance of boards and their observance of corporate governance best practice. We strongly believe that shareholders’ right to vote at both annual meetings and special meetings is paramount to their ability to oversee both boards of directors and management and that this oversight in turn adds value to companies. We have reviewed the proposed rule regarding the ...