GOVERNANCE AND

MANAGEMENT OF
COOPERATIVES
MODULE 1
 Governance Principles and
01 Practices

02 Board - Manager Relationship

Cooperative Structure / Duties

03 and Responsibilities of
Officers

04 Managing Successful Meeting

Topics
GOVERNANCE
Governance is the system by
which cooperatives are
directed and controlled
 Cooperative
Governance
it is the practice of FAIRNESS,
ACCOUNTABILITY AND
TRANSPARENCY (FAT) in the
management and operation of
cooperatives;
it is a set of ethical standards
for cooperative officers, staff
and other stakeholders
it is an expression of our
cooperative social
responsibility.
FAIRNESS ACCOUNTABALITY TRANSPARENCY

Equality in the Treatment Roles and Responsibilities Transactions within the coop
of Members; are defined and clear; are within the parameters of
Eliminate Biases, Duties and its coop rules and regulations;
favoritism and parameters/boundaries no secret deals and “behind
accommodations; written and define; and close-door” transactions;
Equal Provileges, benefits Benefits and Risks are coop must also be audited
and risks; understood by all regularly (internal & external);
Equal Rights; Cooperators and
records are open to
members.
Fairness
Individual directors willingly submit themselves to continuing
education to ensure their effective participation in board activities

A director sincerely considers resigning whenever reasons, or

whenever he has continuing conflict of interest of a material nature

The directors should see to it that the board does not serve as a
mere rubber stamp to formalize decisions made by the management.

The individual directors abstain from voting on matters involving

conflict of interest of which he is a party

The board, individual directors and top management submit

themselves to a ”fit and proper” test regularly
Fairness
The individual director submit themselves to low indicative limits of
membership in other cooperative boards, so that their duty to serve
with diligence is not compromised.

Individual directors observe confidentiality, i.e., not disclosing

confidential information to any particular shareholders or
stakeholders, whom they owe their allegiance, without authority from
the Board.

The board and individual directors never compromise their

cooperative’s reputation; when their loyalty is to the entire
organization and not to any specific shareholder group.

The directors avoid factionalism and promote the spirit of unity

within the board
Fairness
The board and individual directors respect and protect ownership
rights of all shareholders and other stakeholders.

And finally, there is fairness when the board and the directors always
keep the good governance culture alive and make sure that it takes
very deep roots all throughout the organization from top to bottom.
Accountability
As the saying goes, the board can delegate its authority over the
affairs of the cooperative, but not its accountability. It is
accountable for all actions and decisions made by its organization.

Making sure its cooperative governance system is at par with

global best practices

Installing check and balance framework

Putting measures to safeguard assets in place.

Ensuring that business is conducted in accordance with law and

charter.

And finally, accountability is achieved by avoiding major setbacks

through establishment of an effective risk management system.
 Transparency
Transparency is about openness, willingness to share important
cooperative information to all governance players, which includes the
stakeholder’s group.

The cooperative complies with relevant laws and regulations

A code of cooperative governance and code of conduct to directors

are set up and strictly adhered to and when public disclosure of
cooperative governance performance evaluation results are allowed,
when asked.

The financial statements are prepared in accordance with

international accounting standards.

.
Transparency
The board willingly presents to the shareholders a balanced and
understandable assessment of the cooperative’s financial position and
financial performance.

And finally, there is transparency when the board willingly formulates

policies to open channels of communication with shareholders so that
they can freely air their concerns and other views.
8 Principles
of Good
Governance
 01 08
ACCOUNTABILITY RULE OF LAW

PARTICIPATION 02 07 RESPONSIVENESS

GOOD
GOVERNANCE
CONSENSUS
03 06 TRANSPARENCY
ORIENTED

EQUITY AND EFFECTIVENESS

04 05
INCLUSIVENESS AND EFFICIENCY
BOARD - MANAGER
RELATIONSHIP
BOARD

– provides oversight and planning.

MANAGEMENT

– takes care of the day to day issues.

BASIC PRIME DECISION CENTER

BOARD Accomplished by the formulation

of policies and strategic plan.

PERPETUATING FUNCTION
FUNCTIONS The fundamental task of the Board
is to provide for the continuity of
ADVISORY FUNCTION the cooperative.
Advisory capacity to management,
committees and membership. Board
advise on the need for changes in
policies, bylaws and even market SYMBOLIC FUNCTION
strategies. The board is considered as a
symbol of strength and leadership.
They must perform their functions
TRUSTEE FUNCTION
with high degree of
The board should carefully monitor professionalism, integrity and high
and review the loan portfolio, with moral values.
special emphasis on limiting/
controlling undue risk exposure.
 PLANNING AND BUDGETING
MANAGER Set targets & goals, usually
short-term

FUNCTIONS
Set up ways to achieve targets DIRECTING & ALIGNING PEOPLE
Allocate resources to
accomplish plans Oversee day-to-day business operation
Implement duly approved plans &
programs of the coop, and the Board’s
directives & instructions
Formulate strategies to produce
ORGANIZING & STAFFING changes to achieve coop’s vision
Communicate the direction to people
Set up organizational whose commitment is important to
structure/jobs based on plans achieve the vision
Communicate the plan to
people
Delegate responsibility for
carrying out the plan
Establish systems to monitor
implementation
 CONTROLLING & PROBLEM
SOLVING
Submit to the Board monthly reports

MANAGER on status of operations vis-a-vis

targets and recommend appropriate
policy & operational changes

FUNCTIONS Monitor results versus plan

Ensure compliance of all
administrative & regulatory
requirements

MOTIVATING & INSPIRING

Keeping people moving in the right
direction by appealing to very basic,
but often untapped, human needs,
values, and emotions
Represent the coop in any agreement,
contract, business dealing, and in any
other official business transaction as
may be authorized by the Board of
Directors
SIMILARITIES BETWEEN
BOARD AND MANAGER
Both involve deciding what needs to be
done.
Both create networks of people and
relationships that can accomplish an
agenda.
Both try to ensure that people involved
actually get the job done.
Both are complete action systems; neither is
simply an aspect of the other.
 COMMITTED TO COOP IDEALS
01 So that everyone speaks the same
language and the same goals

WHAT THE RESPECTFUL TO BOARD

02
BOARD Knows the Board's role and trusts the
directors to do their job properly

WANTS IN A
A COMMUNICATOR
MANAGER One who keeps the Board informed of
what’s going on, both good and bad
03
Provides accurate and timely reports,
financial statements, and forecasts with
clear explanations
 04 RESULTS ORIENTED
Works to Achieve agreed-upon-goals

WHAT THE 05
INNOVATIVE
Interprets the needs of the coop and

BOARD makes professional recommendations to

the Board

WANTS IN A A LEADER
06
MANAGER Has the ability to attract, develop, and
retain competent staff

07 A LISTENER
Accepts input from the board
 OPEN MINDED
08 Receptive to change and willing to listen to
ideas and opinions he or she may not
agree with or may not want to hear

WHAT THE A TEAM PLAYER

09 Does not play favorites among Board
BOARD members or expect directors to be a
rubber stamp
WANTS IN A AN EDUCATOR
10
MANAGER Provides training opportunities for staff
and volunteers

CAREER MINDED
11 Continues his or her own professional
development
WHAT THE RESPECTFUL
Understands and respects the respective
01
MANAGER roles of the Board and Manager
Avoids taking over the Manager’s role

WANTS IN A Does not interfere directly with staff

BOARD 02
GOAL ORIENTED
Sets management goals and evaluation
criteria

03 HONESTY
Gives fair and Honest periodic evaluations

PROFESSIONALISM
Comes to the meeting prepared
04 Listen to the Manager
Avoids seeking special favors for himself
or on behalf of relatives and friends
WHAT THE SUPPORTIVE
05
MANAGER Supports, trusts and respects the Manager

WANTS IN A PROVIDER
06
BOARD Provides resources to get the job done
(Time, Funds, Staffs, Equipment)

FIRM
07 Sets firm but clear policies and controls
and reviews them periodically

OPEN
08 Allows management to participate as full
partners in planning and goal-setting
WHAT THE AVAILABLE

MANAGER 09 Always available when needed

Visits the coop office occasionally
To see what goes on, meet staff, find out
WANTS IN A who does what, how they do it, and why

BOARD 10
APPRECIATIVE
Recognizes the Manager and staff
members for a job well done

FIRM
11 Sets firm but clear policies and controls
and reviews them periodically

CAREER MINDED
12 Is motivated and interested in growing
through educational opportunities
Cooperative
Structure / Duties
and Responsibilities
of Officers
ORGANIZATIONAL STRUCTURE
General Assembly
The highest policy making body of the cooperative

Composition:
Members entitled to vote.

Exclusive powers of the general Assembly:

1. To determine and approve amendments to the

cooperative Articles of Cooperation and By-laws;
2. To elect or appoint the members of the board of
directors, and to remove them for cause;
3. To approve developmental plans of the cooperative;
and
4. To delegate some of its power to a similar body of
the cooperatives as authorized by the Philippine
Cooperative Code of 2008.
General Assembly
Regular Annual General Assembly/Meeting

is held annually by the general assembly on a date fixed in

the by-laws, or if not, on any date within 90 days after the
close of each fiscal year. Provided, That notice of regular
meetings shall be sent in writing, by posting or publication,
or thru other electronic means to all members of record.

Special General Assembly/Meeting

whenever necessary, a special meeting of the general

assembly may be called at any time by a majority vote of
the board of directors or at least 10% of the total members
with voting right in the cases specified in the by-laws.

At least one week notice must be sent to all members who

are entitled to vote
Board of Directors
Functions and Responsibilities The Board of Directors
shall have the following functions and responsibilities:

Provide over all policy direction;

Formulate development plan;
Review the annual plan and budget and
recommend for the approval of the
General/Representative Assembly;
Evaluate the capability and qualification and
recommend for the approval of the
General/Representative Assembly the
engagements of the services of an External
Auditor;
Board of Directors
Functions and Responsibilities The Board of Directors
shall have the following functions and responsibilities:

Appoint and terminate, based on just cause, the

General Manager or Chief Executive Officer
(CEO);
Review, monitor and evaluate the effectiveness
of the programs, projects and activities;
Formulate and review the vision, mission and
goals of the Cooperative;
Establish risk management system;
Board of Directors
Functions and Responsibilities The Board of Directors
shall have the following functions and responsibilities:

Establish performance evaluation system at all

levels;
Review and approve the organizational and
operational structures;
Establish policies and procedures for the
effective operation and ensure proper
implementation of such;
Appoint the members of other committees
Board of Directors
Functions and Responsibilities The Board of Directors
shall have the following functions and responsibilities:

Decide election related cases involving the

Election Committee and its members;
Act on the recommendation of the Ethics
Committee on cases involving violations of the
Code of Governance and Ethical Standards;
Present to the General/Representative Assembly
the financial, social and performance reports;
and
Perform such other functions as may be
authorized by the General/Representative
Assembly.
 Vice -
Chairperson
Perform all duties and functions of
the Chairperson in the absence of the
latter; and

Perform such other duties as may be

delegated to him/her by the Board of
Directors
Treasurer

Ensure that all cash collections are deposited in

accordance with the policies set by the Board of
Directors;

Have custody of funds, securities, and

documentations relating to assets, liabilities,
income and expenditures;

Monitor and review the financial management

operations of the cooperative, subject to such
limitations and control as may be prescribed by
the Board of Directors;
Treasurer

Ensure the maintenance of full and complete

records of cash transactions;

Ensure maintenance of a Petty Cash Fund;

Maintain a Daily Cash Position Report; and

Perform such other functions as may be
prescribed in the By-laws or authorized by the
Board of Directors.
Secretary

Keep an updated and complete registry of all

members;

Record, prepare and maintain records of all

minutes of meetings of the Board of Directors
and the General/Representative Assembly;

Ensure that the necessary actions and decisions

of the Board of Directors are transmitted to the
management for compliance and
implementation;
Secretary

Issue and certify the list of members who are

entitled to vote as determined by the Board of
Directors;

Prepare and issue Share Certificates and

maintain the share and transfer book;

Serve notice of all meetings called and certify the

presence of quorum in the conduct of all
meetings of the Board of Directors and the
General/Representative Assembly;
Secretary

Keep copies of the Treasurer's reports and other

reports;

Serve as custodian of the cooperative seal; and

Perform such other functions as may be

prescribed in the By-laws or authorized by the
Board of Director
Audit Committee

Audit the performance of the cooperative and its

various responsibility centers;

Monitor the adequacy and effectiveness of the

Cooperative's management and internal control
system;

Review continuously and periodically the books

of account, financial records, and policies
governing internal control, accounting and risk
management to ensure that these are in
accordance with the Cooperative principles and
generally accepted accounting procedures;
Audit Committee

Review the internal audit report of the

Cooperative;

Follow up actions on the internal and external

audit recommendations;

Discuss the result of the internal audit with the

Board of Directors;

Submit reports on the result of the internal audit

and recommend necessary changes on policies
and other related matters on operation to the
General/Representative Assembly;
Audit Committee

Audit the performance of the cooperative and its

various responsibility necessary changes on
policies and other related matters on operation
to the General/Representative Assembly;
Review, approve or amend the report and
recommendation of the Ethics Committee
involving violations of the Code of Governance
and Ethical Standards if the remaining members
of the Board of Directors fail to act on said report
and recommendation within a period of thirty
(30) days, or the violation is committed by the
majority of the Board of Directors; and
Perform such other functions as may be
prescribed in the By-laws or authorized by the
General/Representative Assembly
Audit Committee

Formulate election rules and guidelines and

recommend to the General/Representative
Assembly for approval;
Recommend necessary amendments to the
election rules and guidelines, in coordination with
the Board of Directors, for the
General/Representatives Assembly's approval;
Implement election rules and guidelines duly
approved by the General/Representative
Assembly;
Supervise the conduct, manner and proceedings
of election and other election-related activities
and act on the changes thereto;
Audit Committee

Canvass and certify the results of the election;

Proclaim the winning candidates;

Decide election and other election-related cases

except those involving the Election Committee or
its members; and

Perform such other functions as prescribed in

the By-laws or authorized by the
General/Representative Assembly.
Education & Training
Committee
Keep members, officers, staff well-informed
regarding Cooperative’s goals/objectives,
policies & procedures, services, etc.;

Plan and implement educational program for

coop members, officers and staff;

Develop promotional and training materials for

the Cooperative; and

Conduct/Coordinate training activities.

Mediation & Conciliation
Committee
Conduct mediation-conciliation proceedings and
services;

Formulate, develop and improve the Conciliation-

Mediation policies, guidelines and program and
ensure its proper implementation;

Monitor Conciliation-Mediation program and

processes;

Submit semi-annual reports of cooperative cases

to the Authority within fifteen (15) days after the
end of every semester;
Mediation & Conciliation
Committee
Accept and file Evaluation Reports;

Submit recommendations for improvement to

the Board of Directors;

Recommend to the Board of Directors any

member of the cooperative for Conciliation-
Mediation Trainings as Cooperative Conciliator
Mediator;
Ethics Committee
Formulate, develop, implement and monitor the
Code of Governance and Ethical Standards
(CGES) to be observed by the members, officers
and employees of the cooperative subject to the
approval of the Board of Directors and
ratification by the General/Representative
Assembly;

Conduct initial investigation or inquiry, upon

receipt of a complaint involving violations of the
Code of Governance and Ethical Standards;
Ethics Committee
Submit report on its recommendation together
with the appropriate sanctions, to the Board of
Directors for its proper action, or to the remaining
members of the Board of Directors, if the
violation is committed by any members of the
Board of Directors. Provided, that if the
remaining members of the Board of Directors fail
to act on the to act on the report within a period
of thirty (30) days, or the violation is committed
by the majority of the Board of Directors, the
Audit committee shall act on the same; and

Perform such other functions as may be

prescribed in the By-laws or authorized by the
Board of Directors.
Gender & Development
Committee
Conduct gender analysis;

Develop and recommend Gender and

Development ( GAD )and Gender Equality
(GE)policies and programs/activities/projects to
the Board;

Monitor and assess progress in the

implementation of Gender and Development
(GAD) programs/activities/projects towards
achieving Gender Equality (GE );

Submit report to the Board; and

Provide directional guidance.

Manager
Oversee the overall day to day business
operations of the cooperative by providing
direction, supervision, management and
administrative control over all the operating
departments subject to such limitations as may
be set forth by the Board of Directors or the
General/Representative Assembly;

Assist the Board of Directors in the formulation

of the Cooperative's Development Plan including
Annual Plan and Budget, Programs and Projects,
for approval of the General/Representative
Assembly;
Manager
Provide systems and procedures in the
implementation of policies;

Implement the duly approved plans and

programs of the cooperative and any other
directive or instruction of the Board of Directors;

Provide and submit to the Board of Directors

monthly reports on the status of the
cooperative's operation vis-a-vis its targets and
recommend appropriate policy or operational
changes, if necessary;
Manager

Represent the cooperative in any agreement,

contract, business dealing, and in any other
official business transaction as may be
authorized by the Board of Directors;

Ensure compliance with all administrative and

other requirements of regulatory bodies; and

Perform such other functions as may be

prescribed in the By-laws delegated by the Board
of Directors or authorized by the
General/Representative Assembly.
Cashier

Represent the cooperative in any agreement,

contract, business dealing, and in any other
official business transaction as may be
authorized by the Board of Directors;

Ensure compliance with all administrative and

other requirements of regulatory bodies; and

Perform such other functions as may be

prescribed in the By-laws delegated by the Board
of Directors or authorized by the
General/Representative Assembly.
Accountant

The Accountant of the Cooperative, who shall be

under supervision and control of the General
Manager shall:

Install an adequate and effective accounting

system within the Cooperative; Render reports on
the financial condition and operations of the

Cooperative monthly, annually or as may be

required by the Board of Directors and/or the
General Assembly;
Accountant

Provide assistance to the Board of Directors in

the preparation of annual budget;

Keep, maintain and preserve all books of

accounts, documents, vouchers, contracts and
other records concerning the business of the
Cooperative and make them available for
auditing purposes to the Chairperson of the Audit
Committee; and

Perform such other duties as the Board of

Directors may require.
Bookkeeper
Record and update books of accounts;
Provide assistance in the preparation of reports
on the financial condition and operations of the
Cooperative monthly, annually or as may be
required by the Board of Directors and/or the
General Assembly;
Keep, maintain and preserve all books of
accounts, documents, vouchers, contracts and
other records concerning the business of the
Cooperative and make them available for
auditing purposes to the
Chairperson of the Audit Committee; and
Perform such other duties as the Board of
Directors may require.
GUIDELINES
FOR
MAKING
MEETING
EFFECTIVELY
Effective Meeting

The success of handling a meeting is based on the

rules and regulation in handling it, even it is a formal
or non-formal. Many managers and committee
chairman have little idea of how to set up
management meetings and how to make them
function effectively.

Smooth and efficient problem solving groups do not

just happen: They develop over time. The following
guidelines are designed to develop groups into
cohesive problem solving and decision making
teams with opportunities for all members to
participate in each of the following guidelines.
Principles on Rules of Order

01 Equal Rights

02 Rule of Majority

03 Protection of Minority

Orderly consideration of
04
one subject at a time
 Parliamentay Procedure
Order of Business
1. Call to Order
2. Pledge to the Flag (Optional)
3. Invocation (Optional)
4. Roll Call
5. Reading and consideration of the minutes
of the previous meeting
6. Report of officers
7. Unfinished business
8. New business
9. Other
10. Adjournment
Introduction of Business

Business is brought before an

assembly/BOD by either of the following:
A motion of a member
Presentation of a communication, report or
a question to the assembly by the chair or
Presiding Officer.
 Motion
Obtain the floor by the members:
Recognition by the Chairs
Presentation of the motion
Seconding the motion
Statement of the motion by the Chair
Discussion of the motion
Voting on the motion
Announcing the results of the vote by the
Chairs
Guidelines on Handling a
Meeting
Frequency of Meeting
Duration of Meeting
Place of Meeting
Physical Arrangements
Recording Functions
Developing the Agenda
Establishing Priorities for Agenda Items
Rules for Speaking
Kinds of Problems Appropriate for the Group
Rules for Decision Making
Confidentiality of Group Meetings
Disposition of Agenda Items
Minutes of the Meeting
Guidelines for the Presiding
Officer
Steer and stimulate discussion – do not expound
on your own ideas.
Neither do you allow anyone else to monopolize
the discussion.
Help the group move in the direction of the goals.
Check your time budget from time to time.
Draw out members’ own experiences,
contributions.
Steer and stimulate discussion – do not expound
on your own ideas.
Neither do you allow anyone else to monopolize
the discussion.
Help the group move in the direction of the goals.
Guidelines for the Presiding
Officer
Check your time budget from time to time.
Draw out members’ own experiences,
contributions.
Encourage healthy questioning.
Encourage the clash of ideas, but at the same
time, discourage the clash of personalities.
Be warm, friendly, accepting.
Use humour to relieve tension.
Lead the group to make decisions, come to
conclusions.
Help the group to develop consensus.
Delegate responsibility to as many members as
possible.
Guidelines for the Presiding
Officer

Summarize now and then to keep discussion on

the right track.
Before the meeting ends, summarize important
points taken up.
 BUILD AN ANDROID
VERSION OF OUR APP. Healthcare technology should be device-
agnostic. Android compatibility helps us reach
this goal.
Patients being able to access their telehealth records and communicate with their doctors
regardless of device is important.

We aim to launch a beta version

Our critical key focus.

of our Android app by mid-year.

This is to give ample time for our beta testers and early adopters
to send us valuable feedback.
BUILD AN ANDROID VERSION OF OUR APP. Our critical key focus.

Tasks 1st month 2nd month 3rd month 4th month 5th month

Planning

Research

Prototype Production

Design UX and UI

QA

Beta version

Follow up

Documentation
 BUILD AN ANDROID
VERSION OF OUR APP.

We need to recalibrate
our existing strategies
for the Android market.
There are significant differences in terms of marketing,
Our critical key focus.

UX/UI design, and customer support, but we are confident

that we can make necessary adjustments.
Summary
Most existing telehealth apps are only We aim to launch a beta version of our
available via web, or either Android or Android app by mid-year.
Apple.
This is to give ample time for our beta testers and
early adopters to send us valuable feedback.
Right now, our app is only We can be the first in the market to have an app
available across all devices, regardless of
compatible with Apple devices.
operating system.
To make healthcare truly
accessible, we need to make sure
we are available across all mobile
operating systems. Our developers are well-equipped to We need to recalibrate our existing
make this happen. We only need more strategies for the Android market.
resources to speed up our timeline.
There are significant differences in terms of
It is crucial for us to launch ahead of our marketing, UX/UI design, and customer support,
competitors, and speeding up our development but we are confident that we can make necessary
without affecting quality is how we will achieve it. adjustments.

Healthcare technology should be device-

agnostic. Android compatibility helps us
reach this goal.
Patients being able to access their telehealth
records and communicate with their doctors
regardless of device is important.
Summary

Problems we are solving or Support we need to achieve How will achieving this goal Key Metrics. How will we
opportunity we are going after this goal have a great impact? know we have achieved this
goal? How do we know if we
are successful?

Telehealth is a viable alternative Support and funding at the Growing our database of doctors will We are aiming to bring on board
to in-person consultations. organizational level to help us build grow our userbase exponentially. at least 41 new doctors in our
Company Strategy 1
We can help make it the norm. a dedicated team of recruiters will help database per month.
us reach our goal.

Most existing telehealth apps are Our developers are well-equipped to Healthcare technology should be device- We aim to launch a beta version
Company Strategy 2 only available via web, or either make this happen. We only need more agnostic. Android compatibility helps us of our Android app by mid-year.
Android or Apple. resources to speed up our timeline. reach this goal.

People need to be educated about We need a company-wide shift towards The more people know about telehealth, We are aiming for our social
Company Strategy 3 the general benefits of telehealth objectives that assist our education the more accessible and mobile media and web traffic numbers
options. efforts. healthcare becomes. to grow 250% this year.
Time to change
health care.
 Our Team

Nona Rodeo Olivia Chang Meghan Ackles

Founder CTO CMO
Free
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