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.

In order to support ODs, PHs and VTs perform their duties; DSS developed a six module training course, which is available here.

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)

DSS FOCI Conferences

Once a year, the Defense Security Service holds two annual FOCI Conferences, one for Outside Directors and Proxy Holders operating under a FOCI mitigation agreement and one for Facility Security Officers operating under a FOCI mitigation agreement. The conferences are designed to educate companies operating under FOCI mitigation about new process and policies affecting the DSS FOCI program. Attendance is highly recommended, but is not mandatory. The conferences are only open to companies that are CURRENTLY operating under DSS FOCI mitigation instruments; Voting Trust Agreement, Proxy Agreement, Special Security Agreement and Security Control Agreement.


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.

The Qs and As are available here.