The term "disinterested" is defined as having no prior contractual, financial, or employment relationship with the applicant company, the parent corporation, the foreign shareholder(s), or any entities and affiliates that the applicant company controls. The application of the term "disinterested" extends to members of the nominee's immediate family. (NISPOM, paragraph 2-305b)

Once the Agreement has been executed; the company should submit a written plan for implementation of the Agreement to your servicing DCSA, Industrial Security Representative within 45 days for review. The plan should explain the administrative and physical security controls the company intends to implement in order to comply with the terms of the Agreement. The Industrial Security will review the plan and provide comments as necessary.

Yes. The company must demonstrate that it is organized, structured and financed so as to be capable of operating as a viable business entity independent from the foreign shareholder. (NISPOM, paragraph 2-303b(2))

With sustainability becoming a growing priority for many global healthcare organizations, hospitals are reducing waste, improving energy efficiency, and seeking better alternatives for medical supplies. Their focus closely aligns with Verathon's commitment to innovate for our clinicians while always considering the environment.

Spectrum QC eco is made with an 80% bio-based plastic shell via the mass balance approach, certified by International Sustainability and Carbon Certification (ISCC) PLUS.1 The bio-based materials have a 74% lower carbon footprint compared to fossil fuel-based alternatives.2 This is accomplished without compromising performance.

No. There can be no interlocking relationships under the Proxy Agreement (PA) and Voting Trust Agreement (VTA). However, under the Special Security Agreement (SSA), the foreign shareholder can appoint a representative(s) (referred to in the SSA as the "Inside Director") to the company's board of directors consistent with the requirements of the board composition identified in Article 1.01 of the DCSA draft SSA. Other than the Inside Director position(s), there can be no other interlocking relationships.

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Individuals who serve as Voting Trustees or Proxy Holders must be US citizens, residing within the US and eligible for a personnel security clearance. They must be capable of assuming full responsibility for voting the stock and exercising management prerogatives relating to the company in a way that ensures that the foreign shareholder can be effectively insulated from the cleared company. The Proxy Holders or Trustees are required to be appointed to the company's Board of Directors and they have the same fiduciary responsibilities as any other Board Member.

The SSA, PA and VTA require the appointment of three Outside Directors, Proxy Holders or Trustees. However, if a company finds that less than three Outside Directors, Proxy Holders or Trustees may be sufficient, full justification should be submitted to DCSA HQs for consideration.

Spectrum QC eco is Commercially available in the United States only.More information about Spectrum QC eco can be found here

Every cleared company must appoint a FSO. The FSO serves as the principal advisor to the GSC concerning the safeguarding of classified information. The FSO's responsibility includes the operational oversight of the company's compliance with the requirements of the NISP.

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A company is considered to be operating under FOCI whenever a foreign interest has the power, direct or indirect, whether or not exercised, and whether or not exercisable, to direct or decide matters affecting the management or operations of that company in a manner which may result in unauthorized access to classified information or may adversely affect the performance of classified contracts.

The SCA is used when a company is not effectively owned or controlled by a foreign interest and the foreign interest is entitled to representation on the company's board of directors. There are no access limitations under the SCA. (NISPOM, paragraph 2-303c(1))

The source, nature, and extent of FOCI, including, but not limited to, whether a foreign interest holds a majority or substantial minority position in the company, taking into consideration the immediate, intermediate, and ultimate parent companies of the company or prior relationships between the U.S. company and the foreign interest.

September 02, 2009, The Office of the Under Secretary of Defense (Intelligence) released the Directive-type Memorandum (DTM) 09-019, "Policy Guidance for Foreign Ownership, Control or Influence (FOCI)" for DoD Components; June 8, 2010, Change 1 was incorporated. The DTM applies to DoD Components but does not levy requirements on contractors. Cleared contractors and companies in process for a facility security clearance are required to comply with the requirements stipulated in the National Industrial Security Operating Manual.

"Verathon GlideScope has been a trusted brand for our institution. They have a long history of clinician-focused innovation. Seeing them add sustainability to their innovation agenda, with the launch of Spectrum QC eco, is both commendable and exciting for the future of single-use video laryngoscopes." said Dr. Mark Ramzy, a veteran critical care and emergency medicine doctor with RWJ Barnabas Health System.

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Yes. The company must appoint a TCO. The TCO serves as the principal advisor to the GSC concerning the protection of controlled unclassified information and other proprietary technology and data subject to regulatory or contractual control by the US Government. The TCO can be the same individual serving as Facility Security Officer (FSO).

Yes. The draft TCP should be provided to your servicing DCSA, Industrial Security Representative within 45 days of the effective date of the SSA, PA or VTA for approval. (NISPOM, paragraph 2-307)

The PA and the VTA are substantially identical arrangements whereby the voting rights of the foreign shareholder are transferred to cleared US citizens approved by DCSA. Both Agreements provide for the exercise of all prerogatives of ownership by the Trustees or Proxy Holders with complete freedom to act independently from the foreign stockholder, with the exception of the areas identified in NISPOM, paragraph 2-305. Neither Agreement imposes restrictions on access to classified information or restricts the company's ability to compete for classified contracts. (NISPOM, paragraph 2-303b)

Every cleared company must appoint an FSO. The FSO serves as the principal advisor to the GSC concerning the safeguarding of classified information. The FSO's responsibility includes the operational oversight of the company's compliance with the requirements of the NISP.

The following factors relating to a company, the foreign interest, and the government of the foreign interest are reviewed in the aggregate in determining whether a company is under FOCI:

No. A company determined to be under FOCI is not eligible for an FCL until the FOCI factors have been favorably resolved. (NISPOM, paragraph 2-300c)

Foreign investment can play an important role in maintaining the vitality of the U.S. industrial base. Therefore, it’s the policy of the U.S. Government to allow foreign investment consistent with the national security interest of the United States.

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CFIUS is an interagency committee chaired by the Secretary of the Treasury to conduct reviews of proposed mergers, acquisitions or takeovers of US persons by foreign interests under section 721 of the Defense Production Act. CFIUS is a voluntary process that affords an opportunity to foreign persons and US persons entering into a covered transaction to submit the transaction for review by CFIUS to assess the impact of the transaction on US national security. The CFIUS and the DCSA industrial security FOCI review are carried out in two parallel but separate processes with different time constraints and considerations.

Yes. The draft electronic communication plan should be submitted to your servicing DCSA Industrial Security Representative for review within 45 days of the effective date of the agreement. The plan should provide procedures that will ensure the GSC and the Government that no classified or export controlled information is being lost through communications such as, email, telephone, video-teleconferencing, facsimile, etc.

1 The raw material of the shells is linked to 80% bio-circular feedstock, which is allocated via the mass balance approach based on the amount of bio-circular material sourced in its production.2 The raw material has a 74% lower carbon footprint than a fossil-fuel based plastic, based on Product Carbon Footprint (PCF) sourcing data on file.

DCSA will advise the government contacting activity (GCA) of the requirement for a NID. The NID can be program, project or contract specific. The NID decision shall be made by the GCA's Program Executive Office. The GCA will forward the completed NID to DCSA. DCSA does not need to delay implementation of a FOCI action plan pending completion of a GCA's NID as long as there is no indication the NID will be denied.

Any other factor that indicates or demonstrates a capability on the part of foreign interests to control or influence the operations or management of the business organization concerned.

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Yes, once DCSA approves the nomination. In addition to ensuring that the company has appropriate policies and procedures in place to ensure the company's compliance with the Agreement, the Outside Director, Proxy Holder and Trustee are required to be appointed to the Board of Directors and to be granted the same fiduciary responsibilities as any other Board member.

Yes. Classified contracts requiring access to proscribed information (Top Secret, Communications Security, Sensitive Compartmented Information, Special Access Program information and Restricted Data) may require the government contracting activity to render a favorable National Interest Determination (NID) consistent with NISPOM, paragraph 2-303c(2).

A company's FOCI factors are reviewed as part of the facility clearance process and throughout the life of the facility security clearance. The company's FOCI factors should be documented on the Certificate Pertaining to Foreign Interests (Standard Form 328). In a corporate family, the SF 328 should be a consolidated response rather than separate submissions from individual members of the corporate family (NISPOM, paragraph 2-302). In the case of an organization with multiple tiers of parent-subsidiary relationships, the SF 328 should be certified by the highest tier cleared entity. (Note: this would not preclude a subordinate entity from preparing the form as long as the top tier cleared entity certified the form). This principle applies equally to changed condition reports. Review the SF 328 and instructions.

Verathon is dedicated to supporting hospitals and healthcare organizations on their environmental journey, with no compromise to high-quality patient care and safety.

No. DCSA must approve the nomination, and approval is granted only after DCSA has reviewed and considered the nominee's resume and the answers to a questionnaire that the nominee will be asked to complete. A copy of each nominee's resume should be provided to DCSA Headquarters along with his/her address, telephone, fax number, and email address when requesting approval.

Spectrum QC eco Advances Sustainability in Single-Use Medical Devices While Delivering the First-Pass Success of GlideScope

No. Key Management Personnel are required to be processed for a personnel security clearance in conjunction with the FCL. Non-US citizens are not eligible for a personnel security clearance. (NISPOM, paragraph 2-104)

BOTHELL, Wash., Oct. 16, 2024 /PRNewswire/ -- Verathon, a global leader in airway management solutions, announces the launch of their first single-use video laryngoscope made with bio-based plastics.1 Spectrum QC eco was designed with the environment in mind while offering the trusted performance of GlideScope. With this innovative product, Verathon is demonstrating that excellence in patient care can coexist with care for our environment.

The nominee must be a US citizen, residing in the US, who can exercise management prerogatives relating to their position in a way that ensures that the foreign owner can be effectively insulated from the company and be eligible for a personnel security clearance consistent with the level of the FCL, (NISPOM, paragraph 2-305).

The SSA, PA or VTA is used to mitigate FOCI in cases where companies are effectively owned or controlled by a foreign entity.

Please send inquiries concerning negotiating a FOCI Agreement, implementing a FOCI Agreement, or general FOCI agreement questions, to the FOCI Operations Division Mailbox: DCSA.quantico.DCSA-hq.mbx.foci-operations@mail.mil; include your company's name and CAGE code if they are already under a FOCI Agreement.

If you need further assistance, please contact the DCSA Headquarters FOCI Specialist assigned to your region. Please send inquiries concerning negotiating a FOCI Agreement, implementing a FOCI Agreement, or general FOCI agreement questions, to the FOCI Operations Division Mailbox: DCSA.quantico.DCSA-hq.mbx.foci-operations@mail.mil; include your company's name and CAGE code if they are already under a FOCI Agreement. Please direct all correspondence related to NIDs to the FOCI National Interest Determination Mailbox: DCSA.quantico.DCSA-ipp.mbx.nid@mail.mil. The following mailboxes are also available should correspondence require a higher classification: SIPR: DCSA.quantico.DCSA-hq.mbx.DCSA-ipp-nid@mail.smil.mil; JWICS: wayne.chin@DCSA.ic.gov.

The nomination of an Inside Director is left to the discretion of the foreign shareholder. However, keep in mind that the Inside Director will not possess a personnel security clearance at the cleared company in which he/she serves as the Inside Director.

The role of the GSC is to ensure that the Company maintains policies and procedures to safeguard classified information and controlled unclassified 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)

A US company is considered to be under FOCI when a foreign interest has the power, direct or indirect, whether or not exercised, to direct or decide matters affecting the management or operations of the company in a manner which may result in unauthorized access to classified information or may affect adversely the performance of classified contracts. (NISPOM, paragraph 2-300a)

About VerathonVerathon is a global medical device company focused on supporting customers by being their trusted partner, delivering high-quality products that endure over time and ensure clinical and economic utility. Two areas where Verathon has significantly impacted patient care, and become the market leader in each, are airway management and bladder volume measurement. The company's GlideScope video laryngoscopy and BFlex bronchoscopy solutions and its BladderScan portable ultrasound products effectively address unmet needs for healthcare providers. Verathon, a subsidiary of Roper Technologies, is headquartered in Bothell, Washington, and has international subsidiaries in Canada, Europe, and Asia. For more information, please visit https://www.verathon.com.

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The company should notify DCSA of the details in writing. (NISPOM, paragraph 2-302(b)). The failure to report this information to DCSA could result in an adverse impact on the company's facility security clearance. The company should advise DCSA, initially by telephone and then follow-up in writing.

The term "best efforts" signifies performance of duties reasonably and in good faith, in the manner believed to be in the best interests of the company, but consistent with the national security concerns of the US, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

No. DCSA does not maintain a listing of candidates. Companies are responsible for determining who they wish to nominate to serve in this capacity. It may be helpful to contact industry associations such as the National Classification Management Society (NCMS), Aerospace Industries Association (AIA), the American Society for Industrial Security (ASIS) or your local or state chamber of commerce in determining eligible candidates.

Under the SSA, the GSC is comprised of cleared officers/directors and the Outside Directors. Under a PA and VTA, the GSC is comprised of the Proxy Holder or Trustee Directors and those officers of the company, who are also directors, who hold personnel security clearances at the level of the company's FCL.

Spectrum QC eco is made with an 80% bio-based plastic shell via the mass balance approach, certified by International Sustainability and Carbon Certification (ISCC) PLUS.1 The bio-based materials have a 74% lower carbon footprint compared to fossil fuel-based alternatives.2 This is accomplished without compromising performance.

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As a general rule, no, and not without prior approval from DCSA. However, if the company determines that there is a specific service(s) that the company needs the parent or one of its affiliates to provide, the company should identify the service and forward a rationale/justification to DCSA for consideration.

Please direct all correspondence related to NIDs to the National Interest Determination inbox: dcsa.quantico.dcsa-isia.mbx.nid@mail.mil.

Yes. The company must appoint a TCO. The TCO serves as the principal advisor to the GSC concerning the protection of controlled unclassified information and other proprietary technology and data subject to regulatory or contractual control by the US Government. The TCO can be the same individual serving as Facility Security Officer (FSO).

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The NISPOM requires that a SF 328 be submitted during the initial facility clearance process and when significant changes occur to information previously forwarded. (NISPOM paragraph 2-302)

No, FOCI collocation is not authorized, and DCSA will determine when a company is collocated in its sole discretion. When a company is located within close proximity to its foreign parent or an affiliate a Facilities Location Plan (FLP) must be approved by DCSA in advance. Download the Facilities Location Plan Template.

A board resolution is used when a foreign entity does not own voting stock sufficient to elect directors or is not otherwise entitled to representation to the company's board of directors. (NISPOM, paragraph 2-303a)

"As a market leader in single-use medical devices, we are demonstrating that exceptional patient care and care for the environment are not mutually exclusive. We are excited about launching Spectrum QC eco to our customers. This is a big step forward and further reinforces our commitment to sustainability," said Earl Thompson, President of Verathon.

The nature of any relevant bilateral and multilateral security and information exchange agreements, (e.g., the political and military relationship between the USG and the government of the foreign interest).