Government Security Committee Clause Samples
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Government Security Committee. 8.01. There shall be established a permanent committee of the Corporation’s Board of Directors, to be known as the Government Security Committee (“GSC”), consisting of all Proxy Holders/Directors and those officers of the Corporation who are also Directors and who hold personnel security clearances at the level of the Corporation’s facility security clearance. The members of the GSC shall exercise their best efforts to ensure that the Corporation maintains policies and procedures to safeguard classified information in the possession of the Corporation and its subsidiaries, and to ensure that the Corporation, including its subsidiaries, complies with this Agreement, the ITAR, the EAR, and the NISPOM.
8.02. The members of the GSC shall exercise their best efforts to ensure the implementation, within the Corporation and its subsidiaries, of all procedures, organizational matters and other aspects pertaining to the security and safeguarding of classified and controlled unclassified information called for by this Agreement, including the exercise of appropriate oversight and monitoring of the operations of the Corporation, and its subsidiaries, to ensure that the protective measures contained in this Agreement are effectively maintained and implemented throughout its duration.
8.03. The GSC shall designate one of the Proxy Holders to serve as Chairman of the GSC.
8.04. The Chairman of the GSC shall designate a member of the GSC to be Secretary of the GSC. The Secretary’s responsibilities shall include ensuring that all records, journals, and minutes of GSC meetings and other documents sent to or received by the GSC are prepared and retained for review by DSS.
8.05. A Facility Security Officer (“FSO”) shall be appointed by the Corporation and shall be the principal advisor to the GSC concerning the safeguarding of classified information. The FSO’s responsibilities include the operational oversight of the Corporation’s compliance, including that of its subsidiaries, with the requirements of the NISPOM.
8.06. The members of the GSC shall exercise their best efforts to ensure that the Corporation develops and implements a Technology Control Plan (“TCP”), which shall be subject to approval by DSS. The GSC shall have authority to establish the policy for the Corporation’s TCP. The TCP shall prescribe measures to prevent unauthorized disclosure or export of controlled unclassified information consistent with applicable U.S. laws and regulations.
8.07. A Technology Con...
Government Security Committee. (i) There is hereby established a permanent committee of the Board to be known as the Government Security Committee (the "GS Committee"). The Committee shall consist of all Outside Directors and Officer Directors. The purpose of the GS Committee is to assure that (x) the Company maintains policies and practices to safeguard classified information and controlled unclassified information in the possession of the Company consistent with the terms of the Special Security Agreement and (y) the protective measures contained in the Special Security Agreement are implemented effectively and maintained throughout the duration of such agreement. Each Director that is a member of the GS Committee shall be cleared to the level of the facility security clearance of the Company and shall be specifically approved for this function by the United States Defense Security Service ("DSS"). One Outside Director shall be designated as Chairman of the GS Committee.
(ii) The GS Committee may hold meetings either within or without the State of Delaware. Meetings of the GS Committee may be held without notice at such time and at such place as may from time to time be determined by the GS Committee. A quorum must be present at each meeting of the GS Committee. A majority in number of the members of GS Committee shall be necessary to constitute a quorum. In lieu of holding a meeting, the members of the GS Committee may vote or otherwise take action by a written instrument indicating the consent of the requisite number of the Directors as would be required for the GS Committee to take action under this Agreement or the Special Security Agreement, as applicable. If such consent is not unanimous, prompt notice shall be given to those Directors on the GS Committee who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting. The members of the GS Committee may participate in a meeting by conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.
(iii) One Officer Director that is a member of the GS Committee shall be designated by the GS Committee to assure that all records, journals and minutes of the GS Committee are maintained and readily available for inspection by the DSS.
Government Security Committee. 8.01. There shall be established a permanent committee of the Corporation’s Board of Directors, to be known as the Government Security Committee (“GSC”), consisting of all Proxy Holders/Directors and those officers of the Corporation who are also directors and 7 The bylaws and Articles of Incorporation of the Corporation shall be reviewed by DSS at the time of the establishment of this Agreement and at least annually thereafter. who hold personnel security clearances at the level of the Corporation’s facility security clearance. The members of the GSC shall exercise their best efforts to ensure that the Corporation maintains policies and procedures to safeguard the classified information in the possession of the Corporation and to ensure that the Corporation complies with this Agreement, the ITAR, the EAR, and the National Industrial Security Program Operating Manual (“NISPOM”).
8.02. The members of the GSC shall exercise their best efforts to ensure the implementation within the Corporation of all procedures, organizational matters and other aspects pertaining to the security and safeguarding of classified and controlled unclassified information called for by this Agreement, including the exercise of appropriate oversight and monitoring of the Corporation’s operations to ensure that the protective measures contained in this Agreement are effectively maintained and implemented through its duration.
8.03. The GSC shall designate one of the Proxy Holder members to serve as Chairman of the GSC.
8.04. The Chairman of the GSC shall designate a member of the GSC to be Secretary of the GSC. The Secretary’s responsibility shall include ensuring that all records, journals, and minutes of GSC meetings and other documents sent to or received by the GSC are prepared and retained for review by DSS.
Government Security Committee. To the extent required to comply with Section 1.6, the Company will maintain a “Government Security Committee.”
Government Security Committee