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School of Business

PH Business Leader: governance and scale

What you'll be able to do
  • Draw a governance map for a growing Philippine business: who owns, who decides, who checks, and where each decision is written down.
  • Keep owner, board and officer records that an investor, lender or regulator can follow, building on the SEC duties from course 2.28.3.
  • Design a team structure that can grow: functions, managers, a backup for every key role, and pay that follows the regional minimum wage.
  • Run one compliance system for the DTI, the BIR, your city or municipality (LGU), the SEC and DOLE, with an owner, a date and proof for every duty.
  • Explain what the Ease of Paying Taxes (EOPT) Act changed for a growing business and build tax controls around it.
  • Set up internal controls and a risk register that protect cash, records and people.
  • Teach managers to run the system, and review another business's governance file the way a professional would.

Before this course: Growing a PH Business: financing, SEC and expansion (course 2.28.3), which builds on Running a PH Business (course 2.28.2) and Start a Small Business in the Philippines (course 2.28). You should already keep a compliance calendar, file BIR returns, run payroll, renew permits and understand corporations, OPCs, financing and investors. This course is about leading: making the business work through systems and people, not through you alone.

This course is education only. It does not give tax, legal, labor or accounting advice. Rules, rates, fees and forms change, and every business is different. Practice numbers are made up. Confirm every step with the DTI, BIR, SEC, DOLE, your LGU, or a licensed lawyer or accountant.

Words in this course 47Open the Vocabulary Hall
01

From owner to leader: your governance map

In simple words

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.

Key facts
  • 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:
LayerSole proprietorshipCorporation or OPC (course 2.28.3)
OwnersThe ownerStockholders (one in an OPC)
Direction and oversightThe owner, maybe with an advisory groupBoard of directors
Running the businessOwner and managersOfficers (president, treasurer, secretary) and managers
ChecksAccountant, bank reconciliations, owner reviewBoard 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.
Example (practice case)

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.

Step by step
  1. List every decision you made in the last two weeks. Group them: money, people, customers, suppliers, government.
  2. Draw your governance layers (owners, oversight, running, checks) and write a name in each box.
  3. Build a decision rights matrix with columns: Decision, Proposes, Approves, Must be told, Limit (PHP), Where recorded.
  4. Set spending limits that let managers act on normal work and send only unusual decisions to you.
  5. Start a decision log (a simple sheet or notebook) and record every approval above a manager's limit.
  6. Show the matrix to your managers and ask: "Is any row unclear?" Fix it.
  7. Check: a new manager could read your matrix and know, without calling you, who approves a PHP 30,000 purchase.
LESSON 01From owner to leader: your governance map
LESSON 01 / ANIMATED LESSON / AI VOICE00:00 / 01:10
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."
Try it now

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.

ClaudeStuck? Copy a ready-made prompt for Claude

Copy this, open Claude, paste it, and Claude will walk you through the lesson step by step.

For a grown-up: Claude is for adults (18+). Copy this, paste it into Claude, and use the answer to explain the lesson to your child.

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.
Open Claude
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.
My notes
02

Owners, board and records that stand up to scrutiny

This lesson is part of full access: every course and every level for one payment.

03

Team structure that can grow

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04

One compliance system for five agencies

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05

Tax governance after the EOPT Act

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06

Internal controls and a risk register

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07

Leading and teaching the system

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++

Final project

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??

Quiz

  1. What three questions does governance answer?

  2. What is a decision rights matrix?

  3. What is a beneficial owner?

  4. Why keep a related-party register?

  5. Where do you check the minimum wage for workers in a region?

  6. Within how many days must a new employee be registered with the BIR?

  7. How long is a DTI business name registration valid?

  8. What happens to a business name not renewed within the grace period?

  9. Why should gross sales agree across your books, BIR returns and LGU renewal?

  10. Under the EOPT Act, what gross sales make a micro taxpayer?

  11. What does "file and pay anywhere" mean?

  12. What is segregation of duties?

  13. What is "I do, we do, you do"?

EX

Final exam

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CE

Certificate

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