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Name and title: Mary Beth Gustafsson, senior vice president, general counsel and secretary Age: 46 The company: Heating, ventilating and air-conditioning systems, bath and kitchen plumbing products, vehicle control systems and automotive brakes are the core businesses of American Standard Cos. Inc. Publicly traded since 1929, the Piscataway, N.J.-based firm traces its roots to 19th century makers of tinware, cast-iron bathtubs and radiators. Today, it operates more than 100 manufacturing plants in 29 countries, and sells its products in 40 nations. American Standard’s innovations have included electronic braking systems for big trucks, air brakes for train locomotives, wartime aircraft intercoolers and a heat exchanger used in the Apollo 15 space mission. According to the company, two-thirds of domestic bathrooms contain its wares, and its products regulate the temperature in 50% of the nation’s large buildings. Sea World, St. Louis’ Busch Stadium, Monticello and the Washington Monument all are heated or cooled by American Standard’s Trane division. The 2005 data have yet to be released, but 2004 sales were reported in excess of $9.5 billion, placing it No. 238 on the Fortune 500 list. The firm employs 61,500. Standard duties: Gustafsson manages the entire legal slate of American Standard’s air conditioning, plumbing and vehicle braking systems segments. She is the legal chief of the firm’s new European headquarters in Brussels. “Balancing regional constraints with a legal strategy that doesn’t impede business growth” is one of her goals. Faced with an unpredictable daily agenda, she joked that she “would love to be a GC with a typical day.” Generally, Gustafsson’s workday revolves around commercial transactions, dispensing day-to-day advice, resolving human resources and labor matters and performing antitrust-related activities. She divides her duties into thirds: the “not strictly legal-[oriented]” responsibilities related to strategic planning and attention to corporate governance and the board of directors; poring over the details of major matters or consulting with her attorneys; and personnel recruiting, staffing reviews and other management tasks. Gustafsson has 13 “ direct reports,” and she communicates directly with Chairman and Chief Executive Officer Frederic M. Poses. Gustafsson does not deal directly with government agencies, but interacts with them through specific units of her firm. Particularly for issues relating to the air-conditioning business, she works with U.S. Environmental Protection Agency officials through the environmental compliance group. She also liaises with regulators from the Securities and Exchange Commission, the U.S. Department of Labor and the New York Stock Exchange, filtered through members of the corporate government affairs department. And she has her hand in insurance matters. American Standards maintains some unionized facilities, but its GC has no direct relationship with union leadership. The Sarbanes-Oxley Act of 2002 takes up less time than it once did, as it “has been absorbed in processes and in some documentation requirements.” American Standard grew outside of the United States in the 1980s and 1990s, especially through joint ventures, privatization and private placements, and it “continues to look at these relationships,” Gustafsson said. She was “very involved” as chief corporate counsel in a private placement in China of the company’s bath and kitchen business, which now is traded on the Hong Kong Stock Exchange. Legal team and outside counsel: Gustafsson manages a “lean, far-flung and diverse” department of 26 attorneys, with three more being recruited. Her “robust” European squad comprises six lawyers in Brussels and a pair based in Hannover, Germany. The foreign-based attorneys were trained in European law schools; many hold joint degrees from the United Kingdom or the United States. An additional attorney operates out of Shanghai, China. Whether work is performed in-house or outside is determined by category: Smaller transactions, relationships with customers and vendors, preliminary dispute resolution and litigation, employment and labor, intellectual property issues and compliance matters are handled internally. Large transactions, lawsuits once they are in court and atypical cases involving unusual jurisdictions or requiring specialized expertise usually receive external attention. Gustafsson’s supervising attorneys generally do the hiring, with lawyers from Washington’s Covington & Burling often called upon to serve as outside counsel. Route to her present position: Gustafsson joined American Standard in September 2001. Previously, while serving as chief counsel for Trane, she had coordinated all legal matters for the firm’s $5 billion commercial and residential air-conditioning business. She also handled acquisitions, joint ventures, the establishing and maintaining of alliances, financing of transactions and corporate governance. Before that, she spent five years with Honeywell International Inc., formerly AlliedSignal Inc., where she rose to chief mergers-and-acquisitions counsel and chief counsel. Honeywell’s then-president, Frederic Poses, recommended her to American Standard. From 1989 to 1996, Gustafsson practiced with New York-based Hughes Hubbard & Reed, concentrating on mergers and acquisitions, along with securities transactions. A self-described generalist, the Long Island, N.Y., native graduated with a bachelor’s degree in English literature from Boston University in 1981, and attained a juris doctor degree from the University of Michigan Law School in 1989. Personal: Gustafsson’s family is rounded out by her husband, John, and stepson, Christopher, who is 7 years old. She and her spouse are restoring the house they live in, which dates from 1892, and the GC travels extensively when her schedule permits. Since going in-house, Gustafsson has had seven different assignments, providing her with “a lot of career momentum.” It has been “a tremendous opportunity” to move through the different roles, from the corporate end to the business-operational side. She views her ascension to the American Standard general counsel position as a career highlight. Last book and movie: Guns, Germs, and Steel: The Fates of Human Societies, by Jared Diamond, and Charlie and the Chocolate Factory.

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