Ana runs a catering company with 18 workers and two branches. Every purchase above PHP 5,000 waits for her, so orders are late when she is away. She writes a decision rights matrix: branch managers approve purchases up to PHP 20,000 from approved suppliers, she approves up to PHP 150,000, and anything larger or any new loan needs a board resolution. Purchases now move, and she reviews a weekly list instead of every receipt.
From owner to leader: your governance map
A small store runs on one person's memory. A big store runs on a map: who decides what, who checks it and where it is written. Governance is that map. It lets the business keep going well even when you are not in the room.
- Governance (textbook meaning) is the system of decisions, records and checks that directs and controls a business. It answers three questions: who decides, who checks, and where it is written.
- Every growing business has the same layers, even if one person fills several of them:
| Layer | Sole proprietorship | Corporation or OPC (course 2.28.3) |
|---|---|---|
| Owners | The owner | Stockholders (one in an OPC) |
| Direction and oversight | The owner, maybe with an advisory group | Board of directors |
| Running the business | Owner and managers | Officers (president, treasurer, secretary) and managers |
| Checks | Accountant, bank reconciliations, owner review | Board review, external auditor where required, internal reviews |
- An advisory board is a group of experienced people who give advice but have no legal power to decide. A sole proprietor can set one up; it does not change the legal form.
- A decision rights matrix (also called a delegation of authority) lists the main decisions and, for each one, who proposes, who approves and who must be told. Common rows: prices and discounts, hiring and firing, spending above a limit, borrowing, signing contracts, filing government returns.
- Recap from course 2.28.3: in a corporation, the president must be a director, the treasurer must be a resident, and the secretary must be a Philippine citizen and resident. Election reports and other SEC duties have deadlines (course 2.28.3, Lessons 2 and 3).
- Expert habit: a decision that is not written down did not happen. Keep a short decision log with the date, the decision, who approved it and where the proof is.
- List every decision you made in the last two weeks. Group them: money, people, customers, suppliers, government.
- Draw your governance layers (owners, oversight, running, checks) and write a name in each box.
- Build a decision rights matrix with columns: Decision, Proposes, Approves, Must be told, Limit (PHP), Where recorded.
- Set spending limits that let managers act on normal work and send only unusual decisions to you.
- Start a decision log (a simple sheet or notebook) and record every approval above a manager's limit.
- Show the matrix to your managers and ask: "Is any row unclear?" Fix it.
- Check: a new manager could read your matrix and know, without calling you, who approves a PHP 30,000 purchase.
Read the video script
[Host] "If every decision waits for you, the business can only grow as fast as you can answer messages."
[Text on screen: Who decides? Who checks? Where is it written?] "Governance answers three questions."
[Text on screen: Owners, oversight, running, checks] "Map the layers, even if one person fills several boxes."
[Screen: decision rights matrix] "Write who proposes, who approves and the peso limit for each decision."
[Host] "Then keep a decision log. If it is not written, it did not happen."
Write a one-page governance map and a decision rights matrix with at least ten rows for your business (or a made-up one). Mark the three decisions you will hand to managers first.
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I'm learning "PH Business Leader: governance and scale" on The Future Market. Lesson 1: "From owner to leader: your governance map". What the lesson teaches: - Governance (textbook meaning) is the system of decisions, records and checks that directs and controls a business. It answers three questions: who decides, who checks, and where it is written. - Every growing business has the same layers, even if one person fills several of them: - Layer - Sole proprietorship - Corporation or OPC (course 2.28.3) - Owners - The owner - Stockholders (one in an OPC) - Direction and oversight - The owner, maybe with an advisory group - Board of directors - Running the business - Owner and managers - Officers (president, treasurer, secretary) and managers - Checks - Accountant, bank reconciliations, owner review - Board review, external auditor where required, internal reviews The exercise I'm working on: Write a one-page governance map and a decision rights matrix with at least ten rows for your business (or a made-up one). Mark the three decisions you will hand to managers first. I'm stuck. Please: 1. Explain the main idea in plain, simple words with one everyday example. 2. Walk me through the exercise one small step at a time. Ask me what I've done so far before giving the next step. 3. Don't just give me the final answer. Help me do it myself, and check my work when I share it.
I'm a parent helping my child (about 8 years old) with a lesson called "From owner to leader: your governance map" from the course "PH Business Leader: governance and scale". Here's what the lesson says: A small store runs on one person's memory. A big store runs on a map: who decides what, who checks it and where it is written. Governance is that map. It lets the business keep going well even when you are not in the room. The activity: Write a one-page governance map and a decision rights matrix with at least ten rows for your business (or a made-up one). Mark the three decisions you will hand to managers first. Please explain this so an 8-year-old understands: short sentences, a fun everyday example, and no hard words. Then give me 3 simple questions I can ask my child to check they understood, and a way to do the activity together, one tiny step at a time.
Sources
- Corporate officer rules and SEC duties: recap from course 2.28.3, Lessons 2 and 3 (see its sources).
- Governance, advisory boards and decision rights matrices are standard management practice; all names and numbers are made up.
Owners, board and records that stand up to scrutiny
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Team structure that can grow
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One compliance system for five agencies
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Tax governance after the EOPT Act
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Internal controls and a risk register
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Leading and teaching the system
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Final project
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Quiz
What three questions does governance answer?
Who decides, who checks, and where it is written.
What is a decision rights matrix?
A list of decisions showing who proposes, who approves, who must be told and the limit for each.
What is a beneficial owner?
The real person who in the end owns or controls a company.
Why keep a related-party register?
To record deals between the company and its directors, officers or their families, and who approved them.
Where do you check the minimum wage for workers in a region?
The regional wage order published by the NWPC under DOLE.
Within how many days must a new employee be registered with the BIR?
Within 10 days from the date of employment.
How long is a DTI business name registration valid?
Five years.
What happens to a business name not renewed within the grace period?
It is cancelled and becomes available to others.
Why should gross sales agree across your books, BIR returns and LGU renewal?
Agencies can compare them, and differences you cannot explain are a warning sign.
Under the EOPT Act, what gross sales make a micro taxpayer?
Less than PHP 3,000,000.
What does "file and pay anywhere" mean?
Returns can be filed and taxes paid with any authorized agent bank, RDO or authorized tax software provider.
What is segregation of duties?
Splitting the steps of a money transaction so no single person does them all.
What is "I do, we do, you do"?
A three-step way to teach a task: show it, do it together, then the learner does it alone and you check.
Final exam
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Certificate
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