ho chi minh city, 19 th august 2011 vinamilk corporation

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Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

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Page 1: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

Ho Chi Minh City, 19th August 2011

VINAMILK CORPORATION

Page 2: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

OVERVIEW

CONTENT TIME SPANI Introduction 3’

II Main content 15’

III Conclusion 2’

IV Q&A 10’

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Page 3: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

I. Introduction

Sharing the good practices in Integrity and Transparency towards sustainable development in current context.

Opportunity for learning and sharing experience of self in the establishment and implementation of the Code of Conduct.

Opportunities to receive comments from organizations who are supporting, or providing consulting services to enterprises.

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Page 4: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

II. Key content

1. The necessity and context for establishing the COC.

2. The approach and plan for implementation

3. The actual implementation

4. Main advantages and difficulties

5. Foreseen challenges ahead to complete the COC

6. Current status and Action Plan

7. Remarkable stories

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Page 5: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

1. The necessity and context for establishing the COC

1- Vinamilk needs a statement to adjust itself, making it transparent to its shareholders.

2- COC will be a compass for guiding Vinamilk policies, regulations, rules.

3- Convey the expectations of Vinamilk to generations and all layers of staff.

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Page 6: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

1. The context

1. In 2009, Vinamilk prepared for listing in Singapore Stock Exchange.

2. There is a need for an event at the right time to remark remarkable achievements.

3. There was a corporate culture program on-going in Vinamilk by that time. There was a need to integrate ethical contents into the program to create favorable conditions and add values to Vinamilk.

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Page 7: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

2. The approach

1- To name it the CODE:

+ It is established not at the requirements by laws.

+ It is established as per the highest requirements in corporate governance of Vinamilk

Code means guide, encouragement and regulation.

Code must cover many subjects, areas, core values and conflict of interest.

Code must inherit and orient for the future.

Code conveys messages to insiders and outsiders.

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Page 8: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

2. The approach (cont.)

2- Structure of the COC:

+ Having common structure

+ Must be modified to Vietnam and Vinamilk context

+ Reference materials should be from similar companies in the same or similar industries.

+ Distinguishing Global and Asian context.

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Page 9: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

2. The approach (cont.)

3- Requirements:

+ Self-implementing when writing about “ethic”

+ Tone from the Top

+ Cooperating with operational units

+ Discuss the content before surmising to the related parties

+ Time span of implementation: not too short, not too long, just enough.

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Page 10: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

2. Plan for implementation

Plan for establishing the COC of Vinamilk:

+ Timing: divided into stages with sub-plans.

+ Focus: identifying the key contents

+ Communicate and interface with related parties/units.

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Page 11: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

2. Plan for implementation (cont.)

An implementing team:

+ The team should not be too big, should not be too small

+ The team members must have knowledge about governance, conflict of interests.

+ Diversified in ages, years of experience in Vinamilk, and gender.

+ Can arrange time for the tasks and responsive at calls for discussions.

+ Should have certain level of English proficiency

+ Have ability to interact, exchange with related parties.

+ Position of the implementing team.

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Page 12: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

3. Actual implementation

1- Agreement on the Framework:

+ Tasks allocated, as per capacity in collecting materials.

+ Identify thee main content of the COC

+ Agree on the structure of the Framework

+ Integrate values of ethic and culture

+ Discuss internally about the Framework

+ Get opinions from Director General-Chairman of the Board of Management.

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Page 13: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

3. Actual implementation (cont.)

2- Completion:

+ Discussing content of every chapter/section

+ Implementing detailed contents.

+ Completing and get internal opinions for further improvement

+ Discussing with HR department

+ Getting opinions from Board of Directors

+ Drafting Message of the Top Leader

+ Agreeing on the Action Plan after the Top Leader issues the message.

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Page 14: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

3. Actual implementation (cont.)

3- Main content :

Conflict of Interest are emphasized in CoC with investigating and reporting mechanism:

-Mechanism for managing Internal Party Trading and Related-Party Transaction (IPT&RPT), listing and controlling, checklists in tendering.

-Gift: Clear regulation for all staff position, types, and recipients.

-Vinamilk has clear strategy and statement on the roadmap in achieving integrity and transparency.

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Page 15: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

4. Some advantages

1- Supports from leaders:

High commitment from senior leaders+ Agreement and determination

+ On time intervention and adjustment.

+ Giving time to act one’s tasks responsibly.

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Page 16: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

4. Advantage (cont.)

2- Coordination:

+ Transparency requirement to list Vinamilk stocks in foreign stock market.

+Close coordination from Board of Directors and related departments.

+ Related documents, such as those about Corporate Culture.

3- Determination:

+ Determination and enthusiasm from all members.+ Disciplines in implementing tasks well and on time.

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Page 17: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

4. Difficulties

1- Lack of reference materials:

+ Lack of reference information from Vietnamese companies who have CoC by that time.

+ Lack of reference information from business-supporting companies, consulting firms.

2- Defining main content :

+ Difference businesses in different sectors/industries should have different CoC.

+ CoC contents have sensitiveness to political and social features.

+ Deciding contents for future must be relevant and doable.

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Page 18: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

4. Difficulties (cont.)

3- Language:

+ Difficulty in selecting equivalent Vietnamese terms.

+ Meanings of English [words/phrases/sentences] were not plain, but have legality.

+ Using similar Vietnamese terms that have meanings of adjustment, encouragement.

+ Suitable to understanding and thinking of staffs and readers from outside.

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Page 19: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

4. Difficulties (cont)

4- Reaction:

+ Reaction occurred, due to the CoC is a regulatory document.

+ Some doubted that compliance may cause difficulties in problem-solving capacity, ethic, security of information.

5- Defining core values:

+ Distinguishing core values with existing demand.

+ Conflict between integrity, straightforward with hierarchy.

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Page 20: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

5. Challenges ahead

1- Dissemination and communication:

+ Too many staffs to be communicated.

+ Limited staff in the implementing team; on the other hand, team members much know the spirit, content of the CoC.

+ Implementation of content must be suitable to each segments/layers of staff.

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Page 21: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

5. Challenges ahead (cont.)

2- Improving CoC :

+ Willingness to receive comments

+ Readiness to respond

+ Keeping reported information confidential

+ Mechanism for receiving and giving information after receiving feedbacks.

3- Compliance Department :

+ Operational mechanisms.

+ Staffing.

+ Professionalism and Ethics

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Page 22: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

6. Current status and Action Plan

1 – Improving and communication:

+ Having implemented for management at some levels, in the subsidiaries.

+ Posted in website of Vinamilk.

+ Completed the function for receiving comments in the Website

+ Completed feedback channels, through email and telephone.

+ Integrated the CoC into induction trainings to new staffs.

+ Existing staffs have one set of CoC.

+ Already solved 15 cases.

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Page 23: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

6. Current status and Action Plan (cont.)

2- Set up compliance unit :

+ Developing coordination mechanism with Internal Control

+ Specific staff

+ Action : Receive information of cases, solve and communicate.

+ Information receiving mechanism.

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Page 24: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

6. Current status and Action Plan (cont.)

3 – Action Plan:

+ Develop a set of Q&A for the CoC.

+ Develop problem-solving mechanism for the Compliance Unit

+ Develop CoC in English

+ Conduct regular trainings.

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Page 25: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

7. Remarkable stories

- All comments are in hand writing.

- Very the CEO wrote the message from top leaders.

- Staff had positive feedbacks about values of the CoC.

- Debating on core values.

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Page 26: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

IV. Conclusion

+ Proud of having developed and implemented the CoC.

+ Expectation for values added in future.

+ Expectation for respect from business partners.

Key success factors:

+ Do not do as a one-off campaign.

+ Human factors: Determination, effort, dare to think and to do, and to over come challenges.

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Page 27: Ho Chi Minh City, 19 th August 2011 VINAMILK CORPORATION

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