NISPOM FOCI Outside Director, Trustee &
Proxy referral service
When a company holds a facility security clearance (FCL) while operating
under Foreign Ownership, Control or Influence (FOCI), the National
Industrial Security Program Operating Manual (NISPOM) requires that
the company implement a FOCI mitigation measure. Some of the available
Foreign Ownership, Control or Influence (FOCI) mitigation measures are
Proxy Agreements (PA), Voting Trust Agreements (VTA), Security
Control Agreements (SCA), and Special Security Agreements
(SSA).
A Proxy Agreement requires the company to appoint Proxies, whereas the
Voting Trust Agreement requires the appointment of Trustees and the
Security Control Agreement or Special Security Agreement requires the
appointment of Outside Directors. These Proxies, Trustees, or Outside
Directors serve on the Government Security Committee (GSC) of the
company's board of directors. In each of these cases, the Proxies, Trustees,
and Outside Directors are required by NISPOM clause 2-305(b) to be
"completely disinterested individuals with no prior involvement with the
company." Additionally, NISPOM clause 2-305(c) requires that these
Proxies, Trustees, and Outside Directors possess personnel security
clearances at the level of the company's facility security clearance (FCL).
These NISPOM requirements along with a company's desire for its Proxies,
Trustees, and Outside Directors to possess expertise in the NISPOM
compliance of a company under Foreign Ownership, Control or Influence
(FOCI) can make it difficult to find and recruit qualified candidates for
such positions. Thus, we offer a referral service for this purpose. We can
refer clients to individuals with the appropriate FOCI security expertise
and security clearances to serve on their Government Security
Committees (GSC).
We also offer a range of other services to help companies operating under
FOCI to obtain or maintain a facility security clearance. Please contact us to
discuss your circumstances and needs.