DCSA ODPH Nominating Official Questionnaire

OMB No. 0705-0005
Expires December 31, 2022

NOMINATING OFFICIAL PACKAGE
AG ENCY DISCLOSURE NOTICE
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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
, hereinafter “the Company,” and
its ultimate foreign parent company/foreign shareholder,
a/an
company.
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
adversely affect classified contract performance.
An individual appointed to fulfill an OD/PH position must meet certain criteria pursuant to the National
Industrial Security Operating Manual Rule (NISPOM Rule) 32 CFR §117.11(f):
• 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 may prejudice his or her decision-making capability. (Note: “Disinterested” is defined as having no
prior contractual, financial, or employment relationship with the Company, its ultimate parent/foreign
shareholder, or any of its affiliates. The term extends to members of the nominee’s immediate family.)
The Defense Counterintelligence and Security Agency (DCSA) must review and approve a nominee’s qualifications
prior to his or her appointment and DCSA requests that you provide detailed responses to the attached
questionnaire and execute the attached certificate. Responses should be of sufficient detail to enable DCSA to
determine the nominee’s eligibility to function in the position as an independent and disinterested individual.
Please direct questions and return the questionnaire and certificate to the Risk Mitigation Officer identified below.
Risk Mitigation Officer:
Phone:
Email:

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NOMINATING OFFICIAL QUESTIONNAIRE
1. Identify the OD/PH candidate you nominated and how you identified
him/her.

2. Please explain with particularity why you nominated the OD/PH
candidate. Please identify experience or expertise in the following fields:
a. Working for the United States Government

b. Working in the private sector (e.g. working with foreign
businesses or entities)

c. Working for a company under FOCI

d. Serving in senior leadership roles

e. A specific technology, field, or industry

f.

Security, risk management, counterintelligence, and related fields

g. Any other relevant experience not mentioned above

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OMB No. 0705-0005
Expires December 31, 2022

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

4. Identify any contractual or similar relationships, past, present or anticipated in the future, between the OD/PH
nominee and the Company, its affiliates, or the foreign shareholder and any of its affiliates.

5. What are the proposed terms of compensation for the OD/PH nominee?

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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:

COMPANY AFFILIATION:

POSITION TITLE:

MAILING ADDRESS:

PHONE NUMBER:

E-MAIL ADDRESS:

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