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.