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Name and title: Gary R. Chadick, senior vice president, general counsel and secretary Age: 44 Avionics leader: Rockwell Collins Inc. of Cedar Rapids, Iowa, designs, manufactures, sells and supports aircraft flight electronics and communications systems for commercial and military customers. Rockwell Collins electronics can be found in airline cockpits worldwide, and its aircraft communications systems transmit nearly 70% of in-flight communications by the U.S. military and its allies, according to the company. Some of its commercial systems include navigation, flight control and in-flight entertainment. Rockwell Collins employs 17,000 in 27 countries and reported 2005 sales of $3.45 billion. The company, whose shares trade on the New York Stock Exchange, was created in a 2001 spinoff from Rockwell International. Though only five years old, Rockwell Collins has a lengthy history: Iowa radio entrepreneur Arthur Collins supplied communications equipment that monitored Admiral Richard E. Byrd’s 1933 South Pole expedition; Collins’ voice-communications equipment was used by the Apollo, Gemini and Mercury space programs. In 1973, Rockwell International bought Collins’ company. New company, new job: Chadick joined Rockwell Collins just weeks after the company’s spinoff. His role was to determine the best practices for corporate governance then put them in place. He built the law department from scratch, using as a base three lawyers who came over from Rockwell International. Daily duties: One of Chadick’s responsibilities is liaison to the board of directors. He is responsible for the company’s ethics and whistleblower programs, which provide training and an outlet for employees to report ethics breaches. Chadick brought to the company an increased focus on training. “We identified 10 topics we thought were the most important to help our employees better understand what the rules and regulations were,” he said. They included export compliance, intellectual property, insider training and disclosure of material information to top officials. Rockwell Collins had an established ethics program when Chadick arrived. “My job was to maybe add a little more value to it,” he said. Legal team: Chadick leads a 37-member department, which includes nine lawyers covering intellectual property, business operations, mergers and acquisitions, securities regulations, labor and employment matters and benefits. One lawyer is based in France to deal with legal issues in Europe. Chadick oversees export due-diligence issues, such as investigating foreign companies before going into business with them. The office that ensures consistency in business and engineering practices reports to him. And he oversees the ethics and ombudsman programs, which involve employee training and the overseeing of internal investigations of alleged wrongdoing. Outside counsel: Chadick selects all outside counsel, hiring lawyers rather than firms. Firms must budget “what they see from the beginning of the case through the end” of a case, including discovery, expert witness fees and how long for trial. Some agreed to the requirement right away. Others resisted, “and they either got on the program or we stopped using them.” Rockwell Collins uses attorneys at Lynch Dallas in Cedar Rapids for labor and employment work; Chadbourne & Parke of New York for securities and M&A work; and Washington’s Howrey for antitrust. For litigation, the firm spreads out the work based on location or subject matter. Know the biz: As a private practitioner and in-house counsel before joining Rockwell Collins, Chadick learned that the lawyers who are closer to management “provide better legal advice.” If lawyers get involved, they can help achieve the business goals, he said. “I’ve seen in other companies where the lawyers are not invited to the meetings. The lawyers are given stuff after the fact and told, ‘Go review this and tell me if there are any legal issues.’ ” Chadick makes sure his lawyers attend staff meetings, saying, “ I wanted them closer to the business.” Thicket of rules: Before joining Rockwell Collins, Chadick had worked in private practice representing The Boeing Co., the former Lockheed Corp. and General Dynamics Corp., and had worked in-house for another defense contractor. “I really got to know how the rules apply to government contractors,” he said. Being in the military electronics business overseas creates a thicket of regulations. For example, Rockwell Collins bought a German manufacturer and wanted to integrate it as much as possible, he said. But U.S. law prohibits companies from providing defense services to foreign countries, and the German company sells products to China. “We actually have to isolate that product from any U.S.-citizen involvement so we don’t run afoul of the [law],” he said. Even in operations there are complications. Say the German company wants to redesign its plant floor, which it uses for military and commercial products. Rockwell Collins engineers would be required to apply for a State Department license for a technical assistance agreement. “It’s not as simple as setting up a conference call to Germany,” Chadick said. “That’s where the challenge is-to help enable the businesses to be successful in their strategies and not run afoul of the export control laws in the process. So it’s a pretty complex matrix to help guide them through.” Route to the top: Before joining Rockwell Collins, Chadick spent nine years in the law department at the old Litton Industries Inc., a California defense electronics manufacturer. He was in private practice for six years at McKenna & Cuneo in Los Angeles, representing large government contractors in litigation and claims. His law degree is from the George Washington University Law School in Washington. Personal: Born in Manhasset, N.Y., Chadick and his wife, Lori, have two children: Jonathan, 11, and Jennifer, 7. They met while working on a case for Lockheed in a contract compensation claim against the U.S. Navy. She was a finance expert with a litigation consulting firm and oversaw damages calculations in the case. “She was my first expert witness,” Chadick said. After the case ended-in a victory for Lockheed-they began dating. Last book and movie: Good to Great: Why Some Companies Make the Leap . . . and Others Don’t, by Jim Collins, and Million Dollar Baby.

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