An agent is a requirement imposed on foreign investors who wish to acquire certain U.S. companies under a power of attorney agreement between the U.S. Department of Defense Security Service. This is done for national security reasons and applies mainly to defense contractors involved in top-secret contracts. The power of attorney agreement is between the foreign company, the U.S. subsidiary that holds classified contracts, and the 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.
THE SSAs require that businesses be managed under U.S. law and by U.S. citizens.  In May 2006, the CEO of BAE Systems described the “firewall” status of BAE`s US subsidiary, BAE Systems Inc.: “British management, myself included, can see the financial results; but many areas of technology, products and programs are not visible to us. The SSA effectively allows us to operate in the United States as an American company, offering the highest level of security and integrity in some of the most sensitive areas of national security.  Policies and procedures must also ensure that “electronic communications” (as that term is defined in the Special Security Agreement) are not used by any of the affiliates to exert influence or control over the company`s activities or management in a manner that could interfere with the performance of classified contracts. An agent is a body composed exclusively of U.S. citizens who are responsible for the day-to-day operation of business. In this way, the company`s classified information is “isolated” from foreign exploitation, but the parent company still benefits from the profits of its subsidiary. During the period during which the Special Security Agreement is in force, appointments of new or deputy directors become final only after they have been approved by DSS.
You will strictly comply with all applicable Spirit rules, policies and procedures, as amended from time to time, including, but not limited to, our Code of Ethical Business Conduct, Insider Trading Policy, Anti-Corruption Policy, Related Transaction Policy, Special Security Agreement and internal and disclosure controls; comply with all applicable U.S. and foreign laws and regulations; and are subject to our decisions and instructions that are consistent with the tasks assigned to you. Executive departments and agencies must conduct a National Interest Determination (NAI) before authorizing contractors who have been released under a Special Security Agreement (SSA) or who are in the process of disclosing access to prohibited information. In the event of a vacancy on the Board of Directors during the period during which the Special Security Agreement is in effect, regardless of how it occurs, the Company will promptly notify DSS of this vacancy through its Facilities Security Officer, and any vacancies as an External Director will be filled immediately….