Full text of Department of the Treasury : Documents Relating to the Financial Crisis of 2007-2009 : TARP Standards for Compensation and Corporate Governance : Executive Compensation Information

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Federal Register / Vol. 74, No. 141 / Friday, July 24, 2009 / Notices

guidance on the executive
compensation and corporate governance
provisions of EESA that apply to entities
that receive financial assistance under
the Troubled Asset Relief Program
(‘‘TARP’’).
The information collected and
maintained by the Department within
this system of records is obtained from
the TARP recipient. The information
pertains to executive officers identified
in the TARP recipient’s annual report
on Form 10–K or proxy statement.
Information from the TARP recipient
may also include information about
compensation payments or structures
for a TARP recipient’s most highly
compensated employees who are not
senior executive officers but are
potentially subject to the restrictions
imposed by either EESA or ARRA, or
other employees not subject to these
restrictions but with respect to whom
the Department provides guidance.
The report of a new system of records,
as required by 5 U.S.C. 552a(r) of the
Privacy Act, has been submitted to the
Committee on Oversight and
Government Reform of the House of
Representatives; the Committee on
Homeland Security and Governmental
Affairs of the Senate, and the Office of
Management and Budget, pursuant to
Appendix I to OMB Circular A–130,
‘‘Federal Agency Responsibilities for
Maintaining Records About
Individuals,’’ dated November 30, 2000.
The proposed system of records
entitled, ‘‘Treasury/DO.219—TARP
Standards for Compensation and
Corporate Governance—Executive
Compensation Information’’ is
published in its entirety below.
Dated: July 17, 2009.
Elizabeth Cuffe,
Deputy Assistant Secretary for Privacy and
Treasury Records.
Treasury/DO–219

CATEGORIES OF RECORDS IN THE SYSTEM:

SYSTEM NAME:

TARP Standards for Compensation
and Corporate Governance—Executive
Compensation Information.
SYSTEM LOCATION:

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Office of Financial Stability,
Department of the Treasury, 1500
Pennsylvania Avenue, NW.,
Washington, DC 20220.
CATEGORIES OF INDIVIDUALS COVERED BY THE
SYSTEM:

a. Senior Executive Officers or
‘‘SEOs.’’ SEOs of TARP recipients will
be covered by the system. The term
‘‘SEO’’ means an employee of the TARP
recipient who is a ‘‘named executive
officer,’’ as that term is defined by

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Instruction 1 to Item 402(a)(3) of
Regulation S–K of the Federal securities
laws. 17 CFR 229.402(a). A TARP
recipient that is a ‘‘smaller reporting
company,’’ as that term is defined by
Item 10 of Regulation S–K, 17 CFR
229.10, is required to identify SEOs
consistent with the immediately
preceding sentence. A TARP recipient
that is a ‘‘smaller reporting company’’
must identify at least five SEOs, even if
only three named executive officers are
provided in the disclosure pursuant to
Item 402(m)(2) of Regulation S–K, 17
CFR 229.402(m)(2), provided that no
employee must be identified as an SEO
if the employee’s total annual
compensation does not exceed $100,000
as defined in Item 402(a)(3)(1) of
Regulation S–K. 17 CFR
229.402(a)(3)(1).
b. Most highly compensated
employees. Most highly compensated
employees of TARP recipients will be
covered by the system. The term ‘‘most
highly compensated employee’’ means
the employee of the TARP recipient
whose annual compensation is
determined to be the highest among all
employees of the TARP recipient,
provided that, for this purpose, a former
employee who is no longer employed as
of the first day of the relevant fiscal year
of the TARP recipient is not a most
highly compensated employee unless it
is reasonably anticipated that such
employee will return to employment
with the TARP recipient during such
fiscal year.
c. Other employees. Certain other
employees of TARP recipients may be
covered by the system in the event that
the TARP recipient or the employee
requests guidance from the Department
with respect to the employee’s
compensation or the Department
otherwise provides guidance with
respect to the employee’s compensation.

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The categories of records include, but
are not limited to, identifying
information such as: name(s), employer;
employee identification number,
position, and quantitative and
qualitative information with respect to
the employee’s performance.
The types of records in the system
may be:
a. Comprehensive compensation data
provided by the individual’s employer
for current and prior years.
b. Information relating to
compensation plan design and
documentation.
c. Company performance data relating
to compensation plans.

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AUTHORITY FOR MAINTENANCE OF THE SYSTEM:

This system of records is authorized
by 31 U.S.C. 321 as well as Section 111
of the Emergency Economic
Stabilization Act of 2008 (‘‘EESA’’), as
amended by the American Recovery and
Reinvestment Act of 2009 (‘‘ARRA’’). 12
U.S.C. 5221.
PURPOSE(S):

The Department of the Treasury
collects this information from each
TARP recipient in connection with the
review of compensation payments and
compensation structures applicable to
SEOs and certain highly compensated
employees. Information with respect to
certain payments to highly compensated
employees will also be reviewed in
connection with a determination of
whether such payments were
inconsistent with the purposes of
section 111 of EESA or TARP, or were
otherwise contrary to the public
interest.
ROUTINE USES OF RECORDS MAINTAINED IN THE
SYSTEM, INCLUDING CATEGORIES OF USERS AND
THE PURPOSES OF SUCH USES:

These records may be used:
1. To disclose pertinent information
to the appropriate Federal, State, or
local agency responsible for
investigating or prosecuting a violation
of, or enforcing or implementing, a
statute, rule, regulation, or order, where
the Department becomes aware of a
potential violation of civil or criminal
law or regulation, rule or order.
2. To provide information to a
Congressional office from the record of
an individual in response to an inquiry
from that Congressional office made at
the request of the individual who is the
subject of the record.
3. To disclose information to another
Federal agency, to a court, or a party in
litigation before a court or in an
administrative proceeding being
conducted by a Federal agency, when
the Federal Government is a party to the
judicial or administrative proceeding. In
those cases where the Federal
Government is not a party to the
proceeding, records may be disclosed if
a subpoena has been signed by a court
of competent jurisdiction and Agency
Touhy regulations are followed. See 31
CFR 1.8 et seq.
4. To disclose information to the
National Archives and Records
Administration (NARA) for use in its
records management inspections and its
role as an Archivist.
5. To disclose information to the
United States Department of Justice
(‘‘DOJ’’), for the purpose of representing
or providing legal advice to the
Department in a proceeding before a

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Federal Register / Vol. 74, No. 141 / Friday, July 24, 2009 / Notices
court, adjudicative body, or other
administrative body before which the
Department is authorized to appear,
when such proceeding involves:
(A) The Department or any
component thereof;
(B) Any employee of the Department
in his or her official capacity;
(C) Any employee of the Department
in his or her individual capacity where
the Department of Justice or the
Department has agreed to represent the
employee; or
(D) The United States, when the
Department determines that litigation is
likely to affect the Department or any of
its components;

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and the use of such records by the DOJ is
deemed by the DOJ or the Department to be
relevant and necessary to the litigation
provided that the disclosure is compatible
with the purpose for which records were
collected.

6. To contractors and their agents,
grantees, experts, consultants, and
others performing or working on a
contract, service, grant, cooperative
agreement, or other assignment for the
Department, when necessary to
accomplish an agency function related
to this system of records. Individuals
provided information under this routine
use are subject to the same Privacy Act
requirements and limitations on
disclosure as are applicable to
Department officers and employees.
7. To appropriate agencies, entities,
and persons when: (a) The Department
suspects or has confirmed that the
security or confidentiality of
information in the system of records has
been compromised; (b) the Department
has determined that as a result of the
suspected or confirmed compromise
that there is a risk of harm to economic
or property interests, identity theft or
fraud, or harm to the security or
integrity of this system or other systems
or programs (whether maintained by the
Department or another agency or entity)
that rely upon the compromised
information; and (c) the disclosure made
to such agencies, entities, and persons is
reasonably necessary to assist in
connection with the Department’s
efforts to respond to the suspected or
confirmed compromise and prevent,
minimize, or remedy such harm.
8. In limited circumstances, for the
purpose of compiling or otherwise
refining records that may be disclosed to
the public in the form of summary
reports or other analyses provided on a
Department Web site.

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POLICIES AND PRACTICES FOR STORING,
RETRIEVING, SAFEGUARDING, RETAINING AND
DISPOSING OF RECORDS IN THE SYSTEM:
STORAGE:

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EXEMPTIONS CLAIMED FOR THE SYSTEM:

None.
[FR Doc. E9–17684 Filed 7–23–09; 8:45 am]
BILLING CODE 4810–25–P

These records are maintained in both
an electronic format, including (but not
limited to) on magnetic tapes, disks,
microfiche, and hardcopy paper reports.

DEPARTMENT OF THE TREASURY
Office of Foreign Assets Control

RETRIEVABILITY:

These records may be retrieved by
various combinations of employer
name, individual name, position and/or
level of compensation.
SAFEGUARDS:

Data in electronic format is encrypted
or password protected. Direct access is
limited to employees within the Office
of Financial Stability whose duties
require access. The building where the
records are maintained is locked after
hours and has a 24-hour security guard.
Personnel screening and training are
employed to prevent unauthorized
disclosure.
RETENTION AND DISPOSAL:

The records will be maintained
indefinitely until a record disposition
schedule submitted to the National
Archives Records Administration has
been approved.
SYSTEM MANAGER(S) AND ADDRESS:

Director, Office of Compliance, U.S.
Department of the Treasury, 1500
Pennsylvania Avenue, Washington, DC
20220.
NOTIFICATION PROCEDURE:

Individuals seeking notification and
access to any record contained in the
system of records, or seeking to contest
its contents, should contact the system
manager. Individuals must furnish the
following information for their records
to be located and identified:
a. Name.
b. Employer.
c. Signature.
d. Contact information.
[Individuals requesting amendment of
their records must also follow the
Department’s Privacy Act regulations
regarding verification of identity and
amendment of records (31 CFR part 1
subpart C, appendix A).]
RECORD ACCESS PROCEDURE:

See ‘‘Notification procedure,’’ above.
CONTESTING RECORD PROCEDURE:

See ‘‘Notification procedure,’’’ above.
RECORD SOURCE CATEGORIES:

The information in this system is
obtained from the individual’s
employer.

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Additional Designations, Foreign
Narcotics Kingpin Designation Act
AGENCY: Office of Foreign Assets
Control, Treasury.
ACTION: Notice.
SUMMARY: The Treasury Department’s
Office of Foreign Assets Control
(‘‘OFAC’’) is publishing the name of 4
individuals whose property and
interests in property have been blocked
pursuant to the Foreign Narcotics
Kingpin Designation Act (‘‘Kingpin
Act’’) (21 U.S.C. 1901–1908, 8 U.S.C.
1182).
DATES: The designation by the Director
of OFAC of the 4 individuals identified
in this notice pursuant to section 805(b)
of the Kingpin Act is effective on July
20, 2009.
FOR FURTHER INFORMATION CONTACT:
Assistant Director, Compliance
Outreach & Implementation, Office of
Foreign Assets Control, Department of
the Treasury, Washington, DC 20220,
tel.: 202/622–2490.
SUPPLEMENTARY INFORMATION:

Electronic and Facsimile Availability
This document and additional
information concerning OFAC are
available on OFAC’s Web site (http://
www.treas.gov/ofac) or via facsimile
through a 24-hour fax-on demand
service, tel.: (202) 622–0077.
Background
The Kingpin Act became law on
December 3, 1999. The Kingpin Act
establishes a program targeting the
activities of significant foreign narcotics
traffickers and their organizations on a
worldwide basis. It provides a statutory
framework for the President to impose
sanctions against significant foreign
narcotics traffickers and their
organizations on a worldwide basis,
with the objective of denying their
businesses and agents access to the U.S.
financial system and to the benefits of
trade and transactions involving U.S.
companies and individuals.
The Kingpin Act blocks all property
and interests in property, subject to U.S.
jurisdiction, owned or controlled by
significant foreign narcotics traffickers
as identified by the President. In
addition, the Secretary of the Treasury

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