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- Field Operations
- Foreign Ownership, Control or Influence (FOCI)
- - FOCI News and Updates
- - FOCI Mitigation Instruments
- - In-Process Companies
- - Foreign Acquisitions
- - Required Documentation
- - FOCI Action Plan
- - Implementation Procedures
- - National Interest Determinations
- - ODs/PHs/VTs
- - Facility Security Officers
- - DSS FOCI Conferences
- - FOCI FAQs
- - FOCI Contacts
- International Division
- Policy
FOCI Outside Directors, Proxy Holders, and Voting Trustees
These pages are specifically designed for the Defense Security Service's Outside Director (OD), Proxy Holder (PH) and Voting Trustee (VT) community. Updates to these pages will be made on a continuous basis with new information and materials that will benefit those serving in these roles.
ODs, PHs and VTs play an important role in the effective implementation of FOCI Mitigation Agreements. They are responsible for performing their duties in a manner believed to be in the best interests of the company but consistent with the national security concerns of the United States. The primary responsibilities of ODs, PHs, and VTs are:
- Abide by and enforce the mitigation agreement in place;
- Ensure the Facility's officers, directors, and employees comply with the provisions of the Facility's mitigation agreement;
- Attend Quarterly Board and Government Security Committee (GSC) meetings;
- Emplace a Technology Control Plan, Electronic Communications Plan, and Visitation Procedures;
- Ensure there are no Affiliated Services being provided between the FOCI Company and the Affiliates that have not been approved in advance by the GSC and DSS;
- For instances with potential FOCI Collocation, develop and submit a Facilities Location Plan for DSS review and approval;
- Maintain oversight to ensure all Affiliated Services, FLPs, TCPs, ECPs, and Visitation Procedures are fully implemented and effectively mitigate the FOCI;
- Ensure that DSS (through the IS Rep) is advised of any known attempts to violate any provision of the Facility's mitigation agreement or relevant U.S. government contract provisions related to security, U.S. export control laws, or the NISP; and
- Communicate any material changes to the IS Rep
Outside Directors, Proxy Holders and Voting Trustees are also required to serve on the Government Security Committee (GSC). The role of the GSC is to ensure that the Company maintains policies and procedures to safeguard classified information and export controlled information in the possession of the Company and that violations of those policies and procedures are promptly investigated and reported to the appropriate authority when it has been determined that a violation has occurred. The GSC should also ensure that the company complies with US export control laws and regulations and does not take action deemed adverse to performance on classified contracts. (NISPOM paragraph 2-306)
Guidelines for Trustees, Proxy Holders and Outside Directors- Qualifications for Outside Directors, Proxy Holders and Voting Trustees
- Outside Director Questionnaire Sample
Announcements
(11/05/12) FOCI Conferences Rescheduled Dates Announced
Due to Hurricane Sandy, the Defense Security Service has rescheduled the 17th Annual FOCI Conference for Outside Directors and Proxy Holders for Tuesday, March 26, 2013 and the 3rd Annual FOCI Facility Security Officer Conference for March 27, 2013. Both events will be held in the same location at the MITRE Corporation Conference Center in McLean, VA.
Detailed information and registration instructios for the conference will be distributed in January 2013.
(8/10/11) FOCI Industry Working Group Meeting Questions and Answers
On July 26, 2011, DSS representatives spoke to a group of Outside Directors and Proxy Holders from cleared companies currently operating under DSS FOCI mitigation. Questions were posed to DSS during that meeting, and the answers have been prepared by DSS based on current indusrial security policy and practices.