Outside Director/Proxy Holder Nominee Package and Nominating Official Package

OUTSIDE DIRECTOR/PROXY HOLDER NOMINATING OFFICIAL PACKAGE

OMB CONTROL NUMBER: XXXX-XXXX
XXXXXX-XXXX
OMB EXPIRATION DATE: XX/XXXX/XXXX
XXXX-XXXX

AGENCY DISCLOSURE NOTICE
The public reporting burden for this collection of information,insert
[InsertOMB
OMB
Control
Number], is estimated to
Control
Number
average 45 minutes per response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of information. Send
comments regarding the burden estimate or burden reduction sug-gestions to the Department of Defense,
Washington Headquarters Services, at whs.mc-alex.esd.mbx.dd-dod-infor-mation-collections@mail.mil.
Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any
penalty for failing to comply with a collection of information if it does not display a currently valid OMB control
number.

Version 1.1 – Effective 7/18/2017

NOMINATING OFFICIAL PACKAGE

Dear Sir or Madam,

You have been identified as the nominating official of the below named Outside Director/Proxy Holder
(OD/PH) candidate as part of a Foreign Ownership, Control, or Influence (FOCI) Mitigation Agreement
(Agreement) between [insert
name of U.S. company]
, hereinafter “the ComUS Company
pany,” and its ultimate foreign parent company/foreign shareholder, [name
ultimate
foreign
parent
ultimateofforeign
parent
company/foreign
shareholder
a [insert
of ownership] company.
country country
of ownership
The OD/PH is responsible for fulfilling his/her fiduciary responsibilities at the Company and ensuring
that the provisions of the Agreement are appropriately implemented. He/she is expected to maintain a
proactive posture to ensure that Company complies with the terms of the Agreement. The purpose of the
Agreement is to effectively exclude the ultimate foreign parent company/foreign shareholder (and any
entities and affiliates that the ultimate foreign parent company/foreign shareholder company controls)
from unauthorized access to classified and export controlled information; and influence over the Company’s business or management in a manner that could result in the compromise of classified information
or could adversely affect the performance of classified contracts.

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An individual appointed to fulfill an OD/PH position must meet certain criteria pursuant to the National
Industrial Security Operating Manual (NISPOM) §2-305:

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Be a U.S. citizen residing in the United States;

•

Be capable of exercising management prerogatives relating to the OD/PH position in a way that
ensures the foreign owner can be effectively insulated from the Company;

•

Be eligible for, agree to be processed for, and maintain a personnel security clearance equivalent to
the level of the Company’s facility security clearance; and

•

Be a completely “disinterested” individual capable of exercising judgment independent of any influence(s) that might prejudice his or her decision-making capability. (Note: “Disinterested” is defined
as having no prior contractual, financial, or employment relationship with either the Company, its
ultimate parent/foreign shareholder, or any of its affiliates. The application of the term “disinterested” extends to members of the nominee’s immediate family as well.)

The Defense Security Service (DSS) is responsible for reviewing and approving a nominee’s qualifications
prior to his or her appointment and DSS requests that you provide detailed responses to the attached
questionnaire and execute the attached certificate.
Responses should be of sufficient detail to enable DSS to determine the OD/PH nominee’s eligibility to
function in the appointed position as an independent and totally disinterested individual.

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Please return the questionnaire with your responses and certificate to the FOCI Action Officer identified
below.
If you have any questions please contact [Insert
FOCI
ActionOfficer
OfficerName
Name], FOCI Action Officer, by
Insert Risk
Mitigation
phone at (571)-305-XXX
.
(571)305-XXXX or by email at XXX.civ@mail.mil
XXX.civ@mail.mil

Sincerely,

Assistant Director
Business Analysis and Mitigation Strategy
Defense Security Service
Attachments:
Questionnaire
Certificate

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NOMINATING OFFICIAL QUESTIONNAIRE
Name of the OD/PH candidate: OD/PH candidate name
1. How was this candidate identified?
please explain

2. Please identify the candidate’s experience or qualifications, if any, in the following fields:
select one

select one

select one

select one

select one

select one

select one

select one

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3. How will the OD/PH experience and expertise contribute, complement, and enhance the current
Board of Directors?
please explain

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4. Does the candidate have any associations, past, present or anticipated, with the Company, its affiliates,
or the foreign shareholder and any of its affiliates?
select one
please explain

5. How will the candidate be compensated?
please explain

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6. Based on your knowledge of the candidate, will he/she be capable of exercising management prerogatives related to the OD/PH position in a way that ensures that the foreign owner(s) can be effectively
insulated from the Company and ensure no unauthorized access to classified or export controlled information?
select one

please explain

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7. Based on your knowledge of the candidate, will he/she be capable of exercising management prerogatives related to the OD/PH position in a way that ensures that his/her fiduciary duties will be fulfilled?
select one

please explain

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CERTIFICATE
I certify that the entries made herein by me, and on any attachments, are true, complete, and correct to
the best of my knowledge and belief and are made in good faith.
DATE: _____________________
PRINT NAME: ______________________________________

SIGNATURE: _______________________________________

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COMPANY AFFILIATION: _______________________________________

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POSITION TITLE: _______________________________________
MAILING ADDRESS: ________________________________

________________________________

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PHONE NUMBER: __________________________________

E-MAIL ADDRESS: __________________________________

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