FOCI Roles and Responsibilities


Outside Directors, Proxy Holders, and Voting Trustees

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; DCSA has developed a six-module training course, 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 PlanElectronic 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 DCSA;
  • For instances with potential FOCI Collocation, develop and submit a Facilities Location Plan for DCSA 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 DCSA (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 doesn’t take action deemed adverse to performance on classified contracts. (NISPOM paragraph 2-306)

Facility Security Officer (FSO)

The Facility Security Officer (FSO) position plays an integral role in ensuring the effective implementation of a FOCI mitigation agreement. In addition to serving as the principle advisor to the Government Security Committee (GSC), an FSO is responsible for the day-to-day implementation of the FOCI mitigation agreement requirements. The primary roles and responsibilities of an FSO relating to FOCI 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;
  • Advise the GSC;
  • Assist the GSC in the development and implementation of the Technology Control Plan (TCP), Electronic Communications Plan (ECP), and Visitation Procedures;
  • Ensure Affiliated Services being provided between the FOCI Company and the Affiliates that have been approved in advance by the GSC and DCSA;
  • For instances with potential FOCI Collocation, assist the GSC in developing and submitting a Facilities Location Plan (FLP) for DCSA review and approval;
  • Maintain day-to-day oversight to ensure all Affiliated Services, FLPs, TCPs, ECPs, and Visitation Procedures are fully implemented and effectively mitigate the FOCI;
  • Ensure that DCSA (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 early and often.