E9-17684. Departmental Offices; Privacy Act of 1974, as Amended

AGENCY:

Office of Financial Stability, Treasury.

ACTION:

Notice of Proposed Privacy Act System of Records.

SUMMARY:

In accordance with the requirements of the Privacy Act of 1974, 5 U.S.C. 552a, and the Office of Management and Budget (“OMB”) Circular A-130 and Memorandum M-07-16, the Department of the Treasury (the “Department”), Office of Financial Stability (“OFS”) gives notice of a proposed system of records entitled, “Treasury/DO .219—TARP Standards for Compensation and Corporate Governance—Executive Compensation Information System.”

DATES:

Comments must be received no later than August 24, 2009. The proposed new system of records will be effective September 2, 2009 unless comments are received which would result in a contrary determination.

ADDRESSES:

Written comments should be sent to the Department of the Treasury, ATTN: Director, Office of Financial Stability, 1500 Pennsylvania Avenue, NW., Washington, DC 20220. The Department will make such comments available for public inspection and copying in the Department's Library, Room 1428, Main Treasury Building, 1500 Pennsylvania Avenue, NW., Washington, DC 20220, on official business days between the hours of 10 a.m. and 5 p.m. Eastern Daylight Time. You can make an appointment to inspect comments by telephoning [phone]. All comments received, including attachments and other supporting materials, are part of the public record and subject to public disclosure. You should submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT:

Robert Jackson, Jr., Department of the Treasury, 1500 Pennsylvania Avenue, NW., Washington, DC 20220, at 202-622-0667 or via electronic mail at [e-mail].

SUPPLEMENTARY INFORMATION:

OFS is establishing the TARP Standards for Compensation and Corporate Governance—Executive Compensation Information System to assist the Department in carrying out its responsibilities under Section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”), as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”), to provide 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

System name:

TARP Standards for Compensation and Corporate Governance—Executive Compensation Information.

System Location:

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 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.

Categories of records in the system:

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.

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 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;

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.

Policies and practices for storing, retrieving, safeguarding, retaining and disposing of records in the system:

Storage:

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

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.

Exemptions claimed for the system:

None.