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At Alcon Laboratories Inc., Elaine E. Whitbeck has made it her business to learn everything she can about the business — even going so far as to work on the manufacturing line. “I don’t think you can be a good general counsel if you don’t know the business,” Whitbeck says. Whitbeck, 50, is vice president, chief legal officer, general counsel and corporate secretary for the Fort Worth-based company, which develops, manufactures and markets ophthalmic pharmaceuticals, ophthalmic surgical equipment and devices, contact lens care products and other consumer eye care products that treat diseases and conditions of the eye. She joined the legal department at Alcon Laboratories in 1986. In April 2003 she became the company’s general counsel as well as the general counsel and corporate secretary for its Swiss parent company, Alcon Inc., the publicly held portion of the business. Whitbeck says she’s spent three or four days over the past 19 years working on Alcon Laboratories’ manufacturing line. The experience has opened her eyes to the dedication of the company’s manufacturing line employees, she says. “I came out with the most incredible respect for the people who work on the line,” Whitbeck says. “These people are dedicated. They stay after their shift to help the other shift coming on.” To further her education about Alcon Laboratories, Whitbeck says she has observed one ocular surgery and watched several videos of surgeries to learn more about how the company’s surgical devices are used. “It’s absolutely fascinating,” Whitbeck says, noting that she has great respect for the surgeons and the care they take. “To me, it’s akin to brain surgery. It’s so intricate and specific.” Whitbeck describes herself as an “Army brat” who was born in Fort Bragg, N.C., and immediately moved to Germany, where her family lived for about five years. After returning to the United States, Whitbeck says, her family lived on several military bases around the country before moving to Virginia, where she completed high school. She graduated summa cum laude from the University of Virginia in 1976 with a bachelor’s degree in government and foreign affairs. In the mid-1970s, Whitbeck worked as a protocol assistant to U.S. Secretary of Defense James Schlesinger and his successor Donald Rumsfeld, during Rumsfeld’s first stint in that office. “I was a glorified gofer,” she says. But Whitbeck says the experience enabled her to meet James Brady, whose office she shared during Rumsfeld’s term. Brady, who served as Rumsfeld’s press secretary, later became press secretary for President Ronald Reagan and suffered crippling injuries when would-be assassin John Hinckley fired a gun at Reagan and his entourage in 1981. Shortly after graduating from the University of Virginia School of Law in 1979, Whitbeck started as a trial attorney for Vial, Hamilton, Koch & Knox in Dallas after applying at several firms around the country. Whitbeck says she decided on the Dallas firm because she was so impressed with Mike Schmidt, Ed Wright and the other Vial, Hamilton attorneys who interviewed her. “They were very animated and had a ton of energy,” she says. In 1982, Whitbeck took a job as the director of legal operations and shareholder services for Dallas-based Mary Kay Cosmetics Inc., where she handled products liability claims and litigation, antitrust issues and securities-related matters. Whitbeck says she went to Mary Kay to work on a shareholder derivative suit and stayed with the cosmetics company until 1986. Alcon Laboratories made her a job offer in 1984, but Whitbeck says she declined because Mary Kay was going through a leveraged buy-out. Whitbeck says she didn’t expect to hear from Alcon again but received another offer from the company in 1986. It was an offer she couldn’t refuse, Whitbeck recalls. Whitbeck has seen the company grow over the years. Alcon Inc. has operations in 75 countries, its products are sold in 180 countries, it has 12,000 employees — including 2,500 in the Fort Worth facility — and in 2004 Alcon reported sales of $3.9 billion, according to the company’s Web site. Whitbeck says the job has taken her to Switzerland numerous times over the past several years and to visit other facilities owned by the global corporation, including plants in Barcelona, Spain; Puurs, Belgium; Kaiserberg, France; and Irvine, Calif. Alcon went public in March 2002, when Nestle SA, headquartered in Vevey, Switzerland, sold about 25 percent of the company in an approximately $2.5 billion initial public offering. The Nestle SA headquarters are near Geneva on the western side of Switzerland, while the Alcon headquarters are in Hunenberg, located near Zurich in northeastern Switzerland. Going public has meant that Whitbeck and her staff must keep abreast of additional laws and regulations that now affect the corporation. Whitbeck says Alcon Inc. not only has to disclose financial and other information in filings with the U.S. Securities and Exchange Commission, but also must comply with the Sarbanes-Oxley Corporate Fraud and Accountability Act of 2002, which requires companies to report fairly on their financial condition and be candid if there are deficiencies in their internal controls. Complying with Sarbanes-Oxley has not been that difficult, Whitbeck says, because Alcon Inc. has always had a high ethics bar. Basically, Alcon just fine-tuned its code of ethics when the company became publicly held in 2002, she says. Because it is a Swiss corporation, Alcon Inc. must comply with the laws and regulations of Switzerland and of the United States, Whitbeck says. That can be tricky at times, because the two countries place different requirements on businesses. For example, Whitbeck says, U.S. laws and the rules of the New York Stock Exchange (NYSE) require corporations to fill quickly an empty position on its board of directors. But Swiss laws require a corporation to wait until a stockholders’ meeting to fill a board vacancy, Whitbeck says. If a board seat suddenly becomes vacant, Alcon has to seek NYSE approval to delay naming a new director until its next shareholders’ meeting, she says. Whitbeck says the legal department currently is helping to draft the annual report that Alcon shareholders will receive at a meeting scheduled for May 3 in Switzerland. The legal staff faces a March 15 deadline for completing the document, which includes “everything about the company that a shareholder would want to know,” she says. Approximately 75 people, including 16 lawyers, report to her, Whitbeck says. The staff is divided between the global legal department and intellectual property department, she says. The global legal department includes transactional and litigation attorneys as well as sections that oversee records management and a contract management system that keeps track of all the company’s contracts. EARLY RISER Colleagues say Whitbeck is a great lawyer and a tireless worker who regularly spends long hours at the office. Whitbeck says she doesn’t need much sleep and loves to work. “I’m up every morning at 4:45,” she says, but adds that she doesn’t expect others who work in her legal department to keep the same hours as she does. “I don’t think there is anyone I’m aware of who outworks her,” says Len Benjamin, assistant general counsel at Alcon Laboratories. Kent Jamison, a partner in Dallas’ Locke Liddell & Sapp, which has served as outside counsel for Alcon Laboratories on various legal matters, says Whitbeck arrives at work as early as 6 a.m. on many days and often stays at the office as late as 8 p.m. or 9 p.m. Jamison says Whitbeck has sent him e-mails from the office in the early morning hours as well as late in the evenings. She doesn’t stop working when the weekend comes, Jamison says, noting that Whitbeck has sent him e-mails from her office as early as 6:17 a.m. on a Sunday. “Her stamina is legend,” Jamison says. Whitbeck says that arriving early in the morning enables her to talk with the people she works with in the Swiss headquarters. If she stays late at the office, Whitbeck says, she can contact her counterparts at the Alcon Inc. facility in Japan. Her husband, Kurt Grimm, understands the demands of her job and is supportive, Whitbeck says. Grimm is the general counsel for Paramount Investments in Arlington. Jamison says Whitbeck has demonstrated an amazing ability to wrap her arms around the various laws and regulations that affect her company. She deals with everything from SEC requirements to regulations of the Occupational Health and Safety Administration, and Food and Drug Administration, Jamison says. Whitbeck says she believes in giving and getting good feedback from the law firms that work with her department. She says she tries to tell firms what she likes about their services and likes to hear from firms if there are ways her department can work better with them. The goal, she says, is to find out how they can team up the best. While the legal department is divided into different sections, much of what the employees in the various sections do overlaps, Whitbeck says. She says she favors cross-training employees so they can handle jobs outside their section. Whitbeck also says she believes in energizing people and making sure they are doing what they want to do. People will produce a better product if they like what they are doing, she says. Wino Edwards, director of humanitarian/community services at Alcon Laboratories, describes Whitbeck as a compassionate person, who remembers colleagues’ birthdays and takes time to talk with people who are going through trying times in their lives. Benjamin says Whitbeck is one of the key reasons that he decided to return to Alcon Laboratories in November 2003 after working elsewhere, including stints as a general counsel, for 13 years. “But for Elaine, I wouldn’t be back at Alcon [Laboratories],” Benjamin says. “She’s a wonderful boss.” Tom Ryder, vice president and associate general counsel at Alcon Laboratories, says Whitbeck has served as a mentor to him and other lawyers at Alcon Laboratories. As busy as Whitbeck is, she will always take the time to talk with her co-workers, he says. “She listens to employees and listens to their concerns and issues,” Ryder says. TO THE RESCUE Whitbeck also finds time in her schedule for professional commitments and to support causes. She served as statewide president of the Texas General Counsel Forum in 2002 and 2003 and currently serves on its board. Edwards says Alcon Laboratories sponsors the annual Light the Night for Sight walkathon to benefit the Prevent Blindness Campaign. When the call goes out to senior management employees to participate in the dunking booth, Whitbeck is always one of the first to volunteer, she says. “She’s out there letting people throw balls and dunk her,” Edwards says of Whitbeck. Whitbeck has compassion for animals as well. Ryder says Whitbeck is well known for rescuing dogs that are lost or have been neglected, paying for their medical costs out of her own pocket. “She’s a big animal lover and animal rights advocate,” Ryder says. “I’ve probably rescued over 200,” Whitbeck says. “Our door is always open.” Whitbeck says she currently has 36 dogs placed in foster care and keeps five dogs, dividing them between her family’s two homes in Fort Worth. Whitbeck also has compassion for families whose loved ones are serving with the U.S. military forces in Iraq. Scott Grimm, 23, one of her three sons, served in Iraq with the 101st Airborne Division in 2003. While her son was in Iraq, “we never turned the TV off,” she recalls. Her son’s service in war-torn Iraq served as a reminder for Whitbeck of her father, U.S. Army Lt. Col. Robert Earl Whitbeck, who was killed in 1968 during the Tet Offensive in Vietnam. “I kept his name. He didn’t have a son to pass it on to,” Whitbeck says. Whitbeck also keeps reminders of the men who serve in the military in her office. One is a photograph of Whitbeck with Rumsfeld that was taken in the 1970s as Whitbeck discussed her concerns about men who were missing in action or prisoners of war. The other keepsake is a painting of a man standing at the Vietnam Memorial in Washington, D.C. The reflections of the man’s fallen comrades can be seen as he gazes at the wall of names of those who died. Notes Whitbeck: “No matter how bad my day is, I look at that [painting], and it’s my inspiration. I have never had anything as bad as those men had.”

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