Vladimira Jicinska is the Head of Legal at AHOLD, responsible for the Czech market. She first joined the company in December 2012 after spending a little over two years in China working as the Head of Legal and Compliance of Home Credit China. Before that, she worked for AAA Auto holding for nine years, initially as an Acquisition Lawyer, and later as the Group Legal Manager of the company.
CEELM: To start, please tell our readers a bit about your career leading up to your current role.
V.J.: After graduating from the law faculty I started working in a middle-sized Czech law firm. Before passing the bar exam I accepted an offer from AAA AUTO Company – a car dealer in the Czech Republic. At the time I joined this company as an acquisition lawyer the company operated only in the Czech Republic. My first transaction was the acquisition of green land in Bratislava, Slovakia, and building an auto center. And then we enlarged the company across all of Slovakia as well as other states: Hungary, Poland, and Romania. I was involved in preparation work for Russia and other states as well. The biggest deal I was involved in with this company was joining the stock markets. I spent a total of nine years with AAA AUTO, and the transactions I was exposed to and managed were interesting and excellent.
As the company grew it was also necessary to set up local legal departments and hire people. This we managed in cooperation with our HR, but I interviewed people by myself. I was looking for people that I felt were on the same wavelength – people motivated by interesting work. It was an important learning experience for me, as opening a new company in a foreign county was quite a challenging job for all involved: to harmonize internal procedures in line with local law; to be ready for questions from different departments as to how to solve standard issues in the local legal environment; etc. During my stay with AAA AUTO I also passed the bar exam, so I am a licensed lawyer. I look back at it as a challenging and busy time but an extraordinary period running at full speed.
After such a long time with one company and such an intense period I felt I needed a break and wanted a real change of direction. As a result, I accepted an offer from Home Credit International and started to work as their Legal Department Manager in China. I was responsible for the legal department, but I also had to set up the compliance department. Whatever you know you can forget when it comes to China. It is a great country, but working and living there is a challenge for an EU person. The way of thinking and the way of management is different than in European countries. It is more about micromanagement, but at the same time also requires a more personal approach and more focus on relations within your team. Despite the fact that it has been four years since I returned to the Czech Republic, I still perceive China like my second home, and living there was an extraordinary experience.
When I returned from Asia I accepted an offer from the AHOLD group, now the AHOLD-Delhaiz¬¬e group, one of the major food retailers and a leader in Europe and the US. The group operates over 6500 stores worldwide and employs 375,000 people serving 50 million customers a week.
This is my work history in brief.
CEELM: You’ve worked the better part of your career as an in-house lawyer. Have you considered going into private practice at any point?
V.J.: I am a licensed lawyer. and I did start my career in a law firm. However, I do think of myself more as ab in-house lawyer than an external one. [As an in-house lawyer] you are part of the business. You can be with any transaction that is planned in the company from the very beginning until the end. This was what I missed as an independent lawyer. I missed feedback on how the transaction happened. I provided legal services, but if a client accepted it or how he executed my recommendations, I couldn’t see. As an in-house lawyer you are in closer touch with other departments, you are exposed to more details, and you can see how your recommendation is executed. You also get to see what it brings in a concrete case within the whole company. At the end of the day, being in-house means you are exposed to the greater complexity of particular issues and cases.
CEELM: Whether automotive, finance, or now retail, your past roles seem to revolve around consumers. What types of specific legal work does this kind of focus present?
V.J.: In all of those cases the focus was on providing fast legal advice on complex legal issues. In the retail business (it doesn’t matter if you “sell” money, cars, or food) the customer comes first, and you need to be able to combine private law and public regulations on the go. And both must be handled perfectly.
CEELM: How does one go about setting up a system of providing legal advice keeping speed as a focus?
V.J.: It’s a combination. Yes, for contracts we use a large number of templates, and we need a clear system in place for when anything needs to be changed. If it relates to business conditions, that is up to the respective department as the owner and their supervisors. If it relates to contract terms the first line of the organization needs to contact the legal department. But even using templates a huge number of contracts end up on our plate to handle – I’d say around 60-70% of our work revolves around contracts.
Trainings are a critical aspect too. We have special departments tasked with organizing tenders and buying products and food. Both of these departments are trained and re-trained regularly, not just on regulatory aspects but also on how to use the templates in place: how to complete them, what each term entails, how to find information on the suppliers, and how they should circulate the contracts in the pipeline. I say “re-trained regularly” because these are not one-off trainings. We need to refresh those on a constant basis.
CEELM: In your previous roles you were also involved in establishing or restructuring legal and compliance departments. Looking at the latter in particular, what best practices have you developed in terms of setting up compliance procedures? If you had to start a new function right now, what would be the very first steps you’d take based on your experience?
V.J.: That’s an interesting question and a difficult one to answer in short. No matter what, you have to know the company inside out. You must know how the company works internally and cooperates and also its internal approach or policies. Then you can technically set up competencies of legal/compliance departments and internal regulations as to what other departments can expect from legal/compliance and how to “order” work. Other departments are “clients” for the legal/compliance work and both sides have to be satisfied. Legal has to be a part of the business and provide effective, business solutions and not block business – but on the other side legal is the final stop and has to make sure everything is in full compliance with the law. To find the balance is always difficult.
CEELM: How do you effectively integrate legal into business?
V.J.: It’s in everything we do. Trainings are critical on that side as well. We have a good organizational set-up that allows the legal function to be in constant touch with the Board and the business as a whole. We participate in the Board meetings and even on ad-hoc external meetings – whatever helps us better understand the business side of things. This kind of real participation is critical. We are also in constant touch with our risk and our compliance departments. The general approach is that of a full immersion in the business.
CEELM: In your current role, you need to look out for the legal aspects related to over 300 supermarkets. What are the main types of recurring legal work that you and your team need to address?
V.J.: Ahold has around 17,000 employees in the Czech Republic, and it is developing quite fast. We merged with Spar in the Czech market in 2014 and recently saw the merger of the AHOLD group with the Delhaize group on the EU and US levels. Most of the work relates to real estate, commercial, HR, and acquisition. I suppose that we don’t differ from other big companies on the market in this regard.
CEELM: Since you mentioned them, what challenges did these mergers raise locally for your legal team?
V.J.: Some redundancies did take place with the merger with Spar. The critical aspect for us was that we were involved from the very beginning of the deal. Legal was part of the acquisition team. We were involved in the actual acquisition and we had to file the recommendations to the EU Commission and the local competition authority. That involved a lot of data being prepared, and we also worked closely with the real estate team to figure out which of the stores would need to close for competition concerns.
After all of that, the “real merger” happened, meaning we had to integrate offices, archives, sort out documentation – all of it quite time- and emotion-consuming. At the end of the day this was not just about papers but was a real internal combination where we had to see what was good within Ahold that we wanted to carry over and what we wanted to incorporate from the Delhaize side. For example, we kept the compliance model from Ahold but applied the internal organizational reporting lines from Delhaize. All of these had to be synchronized at the end of the day, which was a very interesting exercise.
CEELM: I would assume labor matters come up regularly for a company that employs over 17,000 people. If you could change any one aspect in terms of the current labor legislation in the Czech Republic, what would it be?
V.J.: Unfortunately, the current legal development in the Czech market has many limitations and restrictions, not only in the HR area. Generally, having less limitations and better wording of laws would make our life easier.
CEELM: What specific limitation gives you the most headaches?
V.J.: Inspections are a big one, as they happen on an almost daily basis, and the local teams require our support.
At the moment, the big one for us is the Act on Significant Market Power, which was issued in 2010 and established a set of obligations on retailers of food with a turnover of over five billion Czech crowns a year. The penalty for failing to meet any of the obligations is huge, but the real challenge is that we need to ensure our suppliers apply the same standards – it can be difficult to chase them up when they do not face the same penalties. At the same time, there are two possible interpretations on the table in terms of what we need to do to be compliant. The Competition Office issued an interpretation in March, which we worked hard to ensure we satisfied. Then, in September, the Office brought new explanations that are stricter, and now we need to renegotiate a good number of agreements to ensure we align with them.
CEELM: On the lighter side, what is your favorite thing to do to relax after a long day at the office?
V.J.: I love travelling very much. I am able to pack myself in a couple of hours and just leave. I especially love going to countries that are not yet discovered as popular tourist destinations. Beyond that, I love any type of “weekend sport” like cycling or skiing. When I was in Asia I spent a lot of time scuba diving and I had a chance to scuba dive in Micronesia – a paradise for divers.
This Article was originally published in Issue 3.6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.