A Proxy Board is a requirement imposed under a U.S. Department of Defense Defense Security Service proxy agreement on foreign investors wishing to acquire certain U.S. companies. This is done for national security reasons and applies mainly to defense companies that participate in top secret contracts. The proxy agreement is between the foreign company, the U.S. subsidiary, which holds classified contracts, and DSS. A variant is a Special Security Agreement (SSA) in which the company`s board of directors can be composed of both U.S. citizens and nationals of the parent company`s country. In this case, when national security issues are discussed, only U.S. managers can participate. SSAs require companies to be managed in accordance with U.S. law and by U.S. citizens.

[1] In May 2006, the CEO of BAE Systems described the “firewall status” of BAE`s U.S. subsidiary, BAE Systems Inc.: “The British members of the company`s management, including me, get to see the financial results; but many areas of technology, product and program are not visible to us. The SSA effectively allows us to be a U.S. company in the U.S. and offers maximum security and integrity in some of the most sensitive areas of national security. [2] Executive services and agencies must establish a National Interest Clause (NIT) before giving access to prohibited information to contractors authorized under a Special Security Agreement (SA) or in the process of being declassified. During the period during which the special security agreement is in force, appointments of new or replacement directors become final only when they have been approved by the DSS. A proxy board is a board composed exclusively of American citizens responsible for the day-to-day operation of the company. The company`s classified information is thus “isolated” from foreign exploitation, but the parent company still benefits from the profits of its subsidiary. In the event of a vacancy on the Board of Directors during the period when the Special Security Agreement is in force, regardless of the effective date, the entity shall immediately make such vacancy to the DSS through its Facility Security Officer and any vacancy as An External Director shall be filled without delay.

Policies and procedures must also ensure that “electronic communications” (as defined in the Special Security Agreement) are not used by any of the related undertakings to exercise influence or control over the business or management of the undertaking in a manner that may affect the performance of classified contracts. they will strictly comply with all applicable and amended spirit rules, guidelines and procedures from time to time, including, but not limited to, our Code of Conduct on Ethical Conduct, the Insider Trading Directive, the Anti-Corruption Directive, the Related Persons Transactions Directive, the Specific Security Agreement and internal and publicity controls; to comply with all applicable laws and regulations in the United States and abroad; and are subject to our decisions and instructions that correspond to the tasks entrusted to you.. . .