[Federal Register Volume 74, Number 141 (Friday, July 24, 2009)]
[Notices]
[Pages 36823-36825]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-17684]


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DEPARTMENT OF THE TREASURY


Departmental Offices; Privacy Act of 1974, as Amended

AGENCY: Office of Financial Stability, Treasury.

ACTION: Notice of Proposed Privacy Act System of Records.

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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 (202) 622-
0990. 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 <a href="/cdn-cgi/l/email-protection#74061b161106005a1e15171f071b1a34101b5a00061115075a131b02"><span class="__cf_email__" data-cfemail="2b5944494e595f05414a48405844456b4f44055f594e4a58054c445d">[email protected]</span></a>.

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

[[Page 36824]]

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

[[Page 36825]]

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.

[FR Doc. E9-17684 Filed 7-23-09; 8:45 am]
BILLING CODE 4810-25-P


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