Sponsored by PFCCO NCR March 17, 2022

1. Governance and Management
of Cooperatives
Part 1
By: Josefina B. Bitonio, DPA
IGPS – LNU
Dagupan City

2. MC 2015-09 | Revised Guidelines
Implementing the New Training
Requirements of Cooperative Officers

3. 1. Board of Directors;
2. Secretary;
3. Treasurer;
4. Election Committee,
5. Audit Committee;
6. Ethics Committee;
7. Mediation and Conciliation
Committee;
8. Other Committees created by the
General Assembly and BOD; and
9. General Manager or Chief Executive
Officer.
Section 2.
Scope. This
Memorandu
m Circular
shall apply
to the
officers of
the
cooperative
regardless
of type and
size, such
as:

4. Section 3.
Required
Trainings for
cooperative
officers
CATEGORY OF COOP TRAINING COURSE # Hours
Micro-cooperatives –
cooperatives with total assets of
3 Million and below
Fundamentals of Cooperatives 8
Governance and Management
of Cooperatives
8
All other cooperatives with total
assets of more than 3 million
Fundamentals of Cooperatives 16
Governance and Management
of Cooperatives
16
Additional trainings for officers
of cooperatives engaged in
savings and credit with at least
Five Million Pesos
(Php5,000,000.00) worth of
deposit liabilities based on their
latest Audited Financial
Statement
Financial Management 8
Risk Management 4
Credit Management 4

5. Section 4. Period
of
Compliance. Coope
rative officers shall
complete the
required trainings
within the first half
of their term.
Section 5. Optional
trainings for
cooperative
officers. Cooperative
officers shall endeavor to
undergo additional
appropriate trainings
such as but not limited to
the following:
• Financial Management
• Policy Development
• Leadership and Values Re-Orientation
• Conflict Management
• Strategic Planning and Management
• Orientation on Labor and Other Related Laws
• Records Management (Financial/Non-Financial
Transaction)
• Cooperative Standards
• Investment and Banking Procedures
• Basic Accounting for Non- Accountants
• Internal Control including Inventory System
• Cooperative Standards
• Audit Management
• Rules Formulation
• Human Resource Management
• Effective Communication Skills
• Entrepreneurship and Business Mgt. Skills
• Basic Computer Literacy

6. Part - 1
GOVERNANCE & MANAGEMENT COOPERATIVE 16
GOVERNANCE PRINCIPLES AND PRACTICES 4
1) Principles & Practice of Good Governance in
Cooperatives
Including Definition, Benefits, Characteristics of Good
Governance, the Governance Architecture, Preventing
Abuses in Coop Governance
2) Board-Manager Relationship
3) Cooperative Structure
Duties and Responsibilities of Officers
4) Managing Successful Meetings
OPERATION AND MANAGEMENT OF COOPERATIVE 4
5)Importance of Financial Mgt, Human Resource
(Personnel Management), Marketing, Production or
Technical aspects
6) Allocation and distribution of net surplus
7) Overview of Ethical Standards in Cooperatives
8) Performance and Measurement (balance scorecard)
Jo Bitonio
Fiona Bianca
Cuenca

7. The cooperative enterprise (CE) is
recognized already for decades as an
organizational form that can address socio-
economic problems, respond to societal
needs, overcome market failures and ease
problems for customers, members and
society (Cheney et al. 2014; Costa et al.
2012; Storey et al.2014). Scholars
recognize that the cooperative model
contains elements of social
entrepreneurship, social enterprises and
hybrid organizations (Doherty et al.2014).
Introduction

8. Additionally, the International
Labour Organization recognizes
the relevance of CEs “as
important in improving the living
and working conditions of
women and men globally as well
as making essential
infrastructure and services
available even in areas
neglected by the state and
investor-driven enterprises”
(ILO,2017).
More than 12 % of humanity is
part of any of the three million
cooperatives in the world.
Cooperatives contribute to the
sustainable economic growth with
1 billion members across nearly
100 countries They have a global
turnover of 2.2 trillion USD and
providing jobs and work
opportunities to 280 million people
across the globe. (ICA,2020).
A growing co-operative
presence?

9. 1) Principles & Practice of Good
Governance in Cooperatives
Including Definition, Benefits,
Characteristics of Good
Governance, the Governance
Architecture, Preventing Abuses
in Coop Governance

10. The term 'co-operate' means "to
work or act together"; "to be of
Assistance or be willing to assist. The
theory underlying co-operation is that
weak individuals are enabled to
improve their individual productive
capacity and consequently their
moral and material position by
combining among themselves and
bringing into this combination a
moral effort and a progressively
developing realization of moral
obligation.

11. Co-operation is rooted in a common
recognition by the participants of the
desirability of improving their condition and
general agreement among them as to how that
improvement can best be effected. The
principle of co-operation is as old as human
society; it is the basis of domestic and social
life. Any co-operation effort is ultimately the
group instinct in man, which enables him to
live together, work together and help each
other in times of stress and strain.

12. •Good governance is a pre-condition for
sustainable economic growth.
•Governance is, to put it simply, all about
how to run a business. And good
governance is about running a successful
business. It's about people and
performance, policies and processes,
rules and regulations.
•It's the same for co-operatives, but with a
good twist. Co-ops exist to serve the
needs of their members. And they're
founded on a set of values and principles
which set the agenda for a different, fairer,
and better way of doing business. So
good governance has to encapsulate
those fundamental elements as well.

13. The values, which are articulated by the ICA in a
statement in 1995. The values statement further
articulates values of personal and ethical behavior that
cooperators actualize in enterprises. They describe the
kind of people cooperators strive to be and
the traits they hope to encourage through
cooperation.

14. Cooperatives are based on basic
values and principles. Cooperative values
are general norms that cooperators,
cooperative leaders and cooperative staff
should share and which should determine
their way of thinking and acting.

15. Cooperative principles on the other hand, are
guidelines by which cooperatives put their values
into practice. The principles rest on a distinct
philosophy and view of society that helps members
judge their accomplishments and make decisions

16. The word ‘governance’ is from the Latin “gubernare” – to steer (a
ship). And that’s what a governing body does. Governing an
organization isn’t the same as running it day-to-day.
• Good governance is a pre-condition for sustainable economic
growth.
• Governance is, to put it simply, all about how running a business.
And good governance is about running a successful business. It's
about people and performance; policies and processes; rules
and regulations.
• It's the same for co-operatives, but with a good twist. Co-ops
exist to serve the needs of their members. And they're founded
on a set of values and principles which set the agenda for a
different, fairer and better way of doing business. So good
governance has to encapsulate those fundamental elements as
well.
1) Definition and Practice of Good Governance in
Cooperatives
A
changing
agenda

17. Governance” and “Good Governance” are not
new concepts. They have recently come to
occupy an important place in development
literature and the concerns and
considerations of major international donors.
More and more importance is attached to the
notion of “good governance,” thus rendering
bad governance one of society's worst
possible features and a major cause of its
problems and dysfunctions.
Governance”
and “Good
Governance”

18. Worldwide Governance Indicators

19. Philippine Performance for the Past Five Years
Indicator 2012 2013 2014 2015 2016 2017
Voice and Accountability 47.89 48.83 52.71 51.23 51.23 48.77
Government Effectiveness 58.77 59.24 61.06 57.21 51.92 51.92
Control of Corruption 35.07 43.60 40.38 39.90 36.60 39.90
Rule of Law 38.97 42.25 43.75 43.27 39.42 37.02
Regulatory Quality 51.66 50.24 52.40 52.40 53.85 55.77

20. Philippine vs. ASEAN Performance for the Current Year
Country
Voice and
Accountability
Government
Effectiveness
Control of
Corruption
Rule of
Law
Regulatory
Quality
Brunei 22.66 84.13 75.00 74.52 75.48
Cambodia 15.76 25.48 8.65 13.46 32.21
Indonesia 50.74 54.81 48.08 40.87 51.92
Lao PDR 4.43 38.46 15.87 18.27 25.48
Malaysia 34.48 76.44 58.17 64.90 74.52
Myanmar 23.65 13.46 32.21 16.83 19.23
Philippines 48.77 51.92 39.90 37.02 55.77
Singapore 41.38 100.00 97.60 96.63 99.52
Thailand 21.18 66.83 42.79 54.81 59.62
Vietnam 10.84 52.88 31.73 55.77 36.54

21. Good
Governance
Accountability
Transparency
Responsibility
Effective &
Efficiency
Consensus Oriented
Participation
Follows Rule
of Law
Equitable and
Inclusive
Eight Major Characteristics of Good Governance
Source: United Nations Economic and Social Commission for Asia and the Pacific

23. • Participation by both men and women is a
key cornerstone of good governance.
Participation could be either direct or
through legitimate intermediate
institutions or representatives. It is
important to point out that representative
democracy does not necessarily mean it
would consider the concerns of the most
vulnerable in society in decision-making.
Participation needs to be informed and
organized. This means freedom of
association and expression on the one
hand and an organized civil society on the
other hand
Participation

24. • Good governance requires fair legal
frameworks that are enforced impartially. It
also requires full protection of human rights,
particularly those of minorities. Impartial
enforcement of laws requires an independent
judiciary and an honest and incorruptible
police force.

25. •There are several actors and as many
viewpoints in a given society. Good
governance requires mediation of the
different interests in society to reach a broad
consensus on what is in the best interest of
the whole community can achieve this. It
also requires a broad and long-term
perspective on what is needed for
sustainable human development and how to
achieve such development goals. This can
only result from understanding the historical,
cultural, and social contexts of a given
society or community.

26. Equity and inclusiveness
• A society’s well-being depends on
ensuring that all its members feel that
they have a stake in it and do not feel
excluded from the mainstream of society.
This requires all groups, but particularly
the most vulnerable, to have
opportunities to improve or maintain their
well-being.

27. Effectiveness and Efficiency
• Good governance means that
processes and institutions produce
results that meet the needs of society
while making the best use of resources
at their disposal. The concept of
efficiency in good governance also
covers the sustainable use of natural
resources and the protection of the
environment.

28. Accountability
•Accountability is a key requirement of good
governance. Governmental institutions and the
private sector and civil society organizations must
be accountable to the public and the institutional
stakeholders. Who is responsible to whom varies
depending on whether decisions or actions are
internal or external to an organization or
institution. In general, an organization or an
institution is accountable to those affected by its
decisions or actions. Accountability cannot be
enforced without transparency and the rule of
law.

29. Transparency
• Transparency means that decisions
are taken, and their enforcement is
done according to the rules and
regulations. It also means that
information is freely available and
directly accessible to those affected
by such decisions and their
enforcement. It also means that
enough information is provided and
easily understandable forms and
media.

30. Responsiveness
• Responsiveness. Good
governance requires
institutions and processes to
serve all stakeholders within
a reasonable timeframe.

31. Benefits of Good
Governance
• The views of minorities are taken into
account.
• That the voices of the most
vulnerable in society are heard in
decision-making.
• It is also responsive to the present
and future needs of society.
• It assures that corruption is
minimized .
• To ensure sustainable human
development.

32. Good Governance allows a
Cooperative to establish who its
members are, who has power and
how they should exercise this power
in the entity through the governance
mechanisms: the Members'
Assembly, the Board of Directors, the
Supervisory Board, and those
responsible for the Cooperative's
management.

33. The Wheel of Good Governance
The wheel of good governance
To help with your governance, the
key areas of governance
that should be in place within a
thriving co-operative businesses.
They are:
•Purpose
•An effective board
•Operations, and processes by
Staff
•Performance and roles
•Members and participation
Ref: What is good governance?
| Co-operatives UK

34. Preventing Abuses in Coop Governance
Good Governance Abuses
Accountability
Directly or indirectly acquiring or turning any business opportunity which ought to be
available to the Cooperative to your own or someone else’s advantage.
Board interference in management duties Management decisions may cause a
conflict of interest.
No accountability to the general assembly, officers & employees, established strategic
direction, achievement of targets, prepared plan, and budget, monitored mgt’s
implementation of approved policies.
Transparency No report
No voting procedures result in mistrust of counting and disclosing votes
No minutes of formal recording and deliberations during meeting/GA
No audit or no deliberations of the report of the external and internal auditors
No evidences of transparency process
No transparent relations
No full knowledge of information and results
No regular, honest communication of coop’s activities with members, regulators & the
general public in the spirit of full disclosure
, financial statements are not compliant with generally accepted accounting principles &
local regulatory standards and should be available to members
Another bias is when some officers sanitize records and provide a one-sided story of
situations. Such scenario violates the essence of transparency in cooperative governance.

35. Good Governance Abuses
Equitable and inclusive No sense of belongingness/representativeness
No representation of varied groups during GA
Fair and equal treatment of members/groups
Favoritism in policy applications like misconduct
Biased in hearing conflicts
Responsibility Lack of understanding on the functions of the Board from that of management staff often leads
to miscommunication if not confusion resulting in that overlapping of functions
Lack of understanding on the functions of the Board from that of management staff often leads
to miscommunication if not confusion resulting to that overlapping of functions
Willfully and knowingly vote for or assent to patently unlawful acts, or who are guilty of gross
negligence or bad faith in directing the affairs of the Cooperative or acquire any personal or
pecuniary interest in conflict with their duties as Directors, officers, or committee
No established the condition that facilitates collective decision making.
No sharing of governance practices
No separation of duties and responsibilities between officers and management
No policy of involvement in the community
No formal strategic planning and management processes
No clear understanding of the actual duties, responsibilities, accountabilities and liabilities of
the Board of Directors as a body and as individual Directors
Delayed and often fragmented decision-making process
Inactive and not engaged Board of Directors
Lack a commitment or awareness of the need to develop cooperative management and
generally do not recognize the crucial leadership role in defending cooperative purpose and
values
Some half-baked decisions are made due to incomplete information

36. Good Governance Abuses
Effective & Efficiency
Abuses on the use of resources: Remuneration, Transportation, Communication, Travel,
Training Entertainment
Excessive spending for non-earning assets (building, cars, computers etc.)
No efficient channel to transmit information, receive criticism and suggestion
No analysis on exposure to risk which may affect the whole system in the cooperative
Irregular distribution of net surplus
High operational cost
Decrease profits
Decrease sales/interest on loans
Increase of receivables
loan delinquency
No rotation on directors, and compliance officers
Struggling to provide benefits, e.g., health-disability-life insurance, and retirement plans
No knowledge, experience and training of Directors are not business related
Lack of policies and procedures that are needed to sustain operations and promote long-term
viability
Traditional product, good and services offered
Duplication of services and functions within the cooperative movement because
cooperative organizations are not emerging and consolidating fast enough to match
their competitive environment
Most primary cooperatives operate as the low value-added link in their industries’
supply chain.
The absence of a substantial degree of entrepreneurial spirit or culture leading to
missed opportunities and lack of innovation.

37. Good Governance Abuses
Consensus Oriented With stronghold leadership or management
The concentration of powers to some officials reduces the ability of the remaining officials
to act.
The emergence of a set of varied interests of members causes conflict.
No collective action
Lack of mutual trust
No volunteerism in action
Too many meetings and discussions without anything getting resolved
No strengthening of the associative bond that were the basis of cooperative establishments
Rule of law Do not follow rules, policies and guidelines of the cooperative
Presence of conflicts between officers and management or management and members.
Non compliance to the submission of mandatory reports.
Non compliance to statutory reserves and other relevant financial standards for financial
institutions.
There are no regular annual external audits & changing the auditor at least every 3-5 years
in a competitive bidding process.

38. Good Governance Abuses
Participation Inactive participation in the meeting.
No economic participation like patronizing the services of the cooperative.
Do not follow policies.
No participation in consultation meetings/AGAs
Non monitoring results of operation
They are not voicing their interest.
No internal mechanisms for participation
Lack on interest to participate/passive participation
Inactive committees
No exchange of ideas and opinions
No strategic partnership among cooperatives through Fed/ union which is essential
in maximizing resources and minimizing costs
Coop management practices in some cooperatives are still very reactive
and less participative
low technological innovations
Reliance on extensive government support

39. Prevention
Cooperatives should re-examine their roles and cope with
the challenges around them.
•Develop Code of Governance and Ethical Standard to be
observed by the members, officers and employees of the
cooperative subject to the approval of the BOD and
ratification of the GA and Monitor compliance with the
Code of governance and Ethical Standards and
recommend to the BOD measures to address the gap if
any.
•The Board, committees, and officers understand and
apply the concepts of good governance with the correct
values
• Clarity and delineation of functions need to be understood based on organization structure,
functional chart, and manual of operations that detail job descriptions or responsibilities.
• To secure effective representation and participation of members during GA
• A quality voting procedures fully independent and self-governed in conducting the election of
officers.
• A cooperative shall have placed mechanisms favoring participation to bodies CDCs/RCOs/
Fed/Unions/Sectoral/Cluster Representations – PSR NEDA

40. • Independence of the Audit Committee
• Offices and staff should have access to training to
perform their duties.
• A policy or criteria securing no economic and
functional relationship between officers and the
Audit Committee.
• The participation of members should be
encouraged by establishing an environment and
instruments empowering members to express
themselves and be heard, mainly to develop a
sense of belongingness and the ability to affect the
course of cooperative affairs.
• Establish a channel for imparting information to
members.

41. • Establish mechanisms to clarify members on
activities and results and a favorable
environment to capture members’ criticisms and
proposals.
• Encouraging sectoral leaders who shall serve as
a link between the cooperative and members.
• A well-administered cooperative plan and its
development as well as long-term continuity.
• Adequately introducing innovation and
renovation of administration.
• Policy on a transparent compensation criterion
in line with the financial ability of the cooperative
and remuneration paid for similar official per
category of the cooperative.

42. • Decision of the Board shall override the
individual interests of members.
• Newly elected members shall receive the
information needed for the effective action,
including knowledge of cooperative history,
structure, ACBL. Guidelines, systems,
knowledge of regulating bodies, policies, rules
and procedures, annual reports, minutes,
ordinary meetings, opinions of the external and
internal audit committee, strategic planning, and
detailed economic and financial conditions.
• The cooperative shall have a risk management
policy fully disseminated to the employees of the
cooperative, documenting criteria and
procedures.

45. Allocation, Utilization and Remittance of the Cooperatives’
Education and Training Fund: An Assessment
• On the Gaps, the respondent expressed areas considered deficient
such as: a) People. Lack of manpower and resource persons b)
Programs and Services. Limited service, duplication of training, lack
of information, lack of assistance in CDA reports compliance, No
service in return to the cooperative. c) Policies and Procedures.
Conservative membership, high interest on wholesale loans, record
system through electronic data is too expensive, costly
training/registration fee. d) Place. Distant office and training location.
Each cooperative is requested to host the venue and food during the
meeting. e)Others. Financial Constraint.
CDA, 2019

46. Best Practices in Federation
Seminars/training attended
Information Dissemination/Cooperative
Updates
Application/Additional knowledge
Additional income/resources
Aiming to cope with digitalization/automated
system of financial recording and non
financial aspects
Assistance in the preparation of the
mandatory report
Attending yearly attendance of general
assembly of the federation
CDA, 2019
Best Practices by Union
Provides Training and Seminars
Cooperative Updates/Information
Assistance on preparation of CDA Reports
and other Govt. Agencies
Continues Education/Additional knowledge
and information
Good management strategies and
procedures
Provides technical assistance
Linkages with other cooperative/agency
Sharing of Ideas/Experience/Best practices
Provide support on computerized
accounting system
Good communication with the members,
management staff and officers
Information technology/Digitalization
Best practices : a procedure that
has been shown by research and
experience to produce optimal results and
that is established or proposed as a
standard suitable for widespread adoption

47. Best Practices of True
Cooperative (slideshare.net)

48. Management Approaches for
Micro Co-ops (slideshare.net)

49. Management Approaches for
Micro Co-ops (slideshare.net)

50. https://www.slideshare.net/coopj
bb1/management-practices-for-
microcoops

51. Managerial Approaches to Micro
Co-ops (slideshare.net)

52. Management Approaches
for Micro Co-ops
(slideshare.net)

53. Gaps and
Challenges :
Federation
Costly training/Registration fee
Communication/Connectivity
Far Office/Training Location
Lack of support/participation/inactive
Lack of Information update/dissemination
Limited services/program
Training schedule
Limited trainings being offered
Lack of manpower
Lack of Financial Assistance/Financial Constraints
Non-remittance of the CETF
No service return in the coop
Management and Governance/Inconsistent
procedures/policies
Inconsistent dividend distribution.
Federations must look on the welfare of its members not their
own interest
Duplication of training
Conservative membership participation
Lack of Assistance in CDA Reports
Records' system through electronic data is too expensive
that our cooperative cannot avail it
Delinquency of payments
CDA,2019
Allocation, Utilization and
Remittance of the
Cooperatives’ Education and
Training Fund: An
Assessment

54. Gaps/Difficulties
Communication
Trainings were a bit
expensive/Registration Fee
Schedule of trainings
Limited trainings available
Lack of Information
dissemination/update
Inaccessible Office and training
location
CETF remittance
Lack of support/assistance
Lack of manpower
Gaps and
Challenges :
Union
CDA,2019
Allocation, Utilization and
Remittance of the
Cooperatives’ Education and
Training Fund: An
Assessment

55. 2.

56. Leadership
1.Vision
A leader knows where they stand where they want to go and tend
to involve the team in charting a future path and direction.
2. Honesty and Integrity
Leaders have people who believe them and walk by their side
down the path the leader sets.

57. 3. Inspiration
Leaders are usually inspirational—and help their team
understand their roles in a bigger context.
4. Communication Skills
Leaders always keep their team informed about what’s
happening, both present and the future—along with any
obstacles that stand in their way.
5. Ability to Challenge
Leaders are those that challenge the status quo. They
have their style of doing things and problem-solving and
usually think outside the box.

59. 1. The ability to execute a Vision
Managers build a strategic vision and break it down into a roadmap
for their team to follow.
2. The ability to Direct
Managers are responsible for day-to-day efforts while reviewing
necessary resources, and anticipating needs to make changes
along the way.
3. Process Management
Managers have the authority to establish work rules, processes,
standards, and operating procedures.
4. People Focused
Managers are known to look after and cater to the needs of the
people they are responsible for: listening to them, involving them in
certain key decisions, and accommodating reasonable requests for
change to contribute to increased productivity.

60. The Important Differences Between a Manager and a Leader
Leading people
A leader invents or innovates
A leader inspires trust
A leader asks the questions
“what” and “why",
Leading by example – Creating value
Create circle of influence
L
E
A
D
E
R
Counting value
organizes
A manager relies on control,
A Manager asks the
questions “how” and “when
Short term Plan
Create circle of power
Managing People
M
A
N
A
G
E
R
Long Term Plan

62. COOP ORGANIZATIONAL STRUCTURE
THE GENERAL ASSEMBLY
- Kinds of membership
- Govt Officers and employees
- Application
- Liability of members
- Termination of Membership
- Refund of interests
- Composition of the General assembly
- Powers of the General Assembly
- Meetings
- Quorum
- Voting system

63. BOARD OF DIRECTORS
a. Composition and Term
b. Powers
c. Qualifications
d. Meeting and Quorum
e. Vacancy in the Board of Directors
f. Officers of the Cooperative
g. Functions, responsibilities and
training requirements
h. Liability of Directors officers and
committee members
i. Compensation
j. Dealings of Directors, officers or
committee members
k. Disloyalty of a Director
l. Illegal use of confidential
information
m. Removal
3. COOP ORGANIZATIONAL STRUCTURE

64. COOP ORGANIZATIONAL STRUCTURE
TREASURER
Appointment
Term
Functions
a. Ensure that all cash collections are deposited
in accordance with the policies set by the
Board of Directors;
b. Have custody of funds, securities, and
documentations relating assets, liabilities,
income and expenditures;
c. 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;
d. Ensure the maintenance of fill and complete
records of cash transactions
e. Ensure maintenance of a Petty Cash Fund;
f. Maintain a Daily Cash Position Report; and
g. Perform such other functions as may be
prescribed in the By-Laws or authorized by
the Board of Directors.
SECRETARY
Appointment
Term
Functions
a. Keep an updated and complete registry of all
members;
b. Record, prepare and maintain records of all minutes
of meetings of the Board of Directors and the
General/Representative Assembly;
c. Ensure that the necessary actions and decisions of the
Board of Directors are transmitted to the management
for compliance and implementation;
d. Issue and certify the list of members who are entitled
to vote as determined by the Board of Directors;
e. Prepare and issue Share Certificates and maintain the
share and transfer book;
f. 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;
g. Keep copies of the Treasurer’s reports and other
reports;
h. Serve as custodian of the cooperative seal.

65. COOP ORGANIZATIONAL STRUCTURE
MEDCON COMMITTEE
Composition
Term
Functions
a. Conduct mediation-conciliation proceeding and
b. Formulate, develop and improve the Conciliation
Mediation policies, guidelines and program and e
proper implementation;
c. Monitor Conciliation-Mediation program and pr
d. Submit semi-annual reports of cooperative cases
Authority within fifteen (15) days after the end o
semester;
e. Accept and file Evaluation Reports;
f. Submit recommendations for improvement to the
g. Recommend to the BODs any member of the coop
for Conciliation-Mediation Trainings as Coopera
Conciliator-Mediator;
h. Issue the Certificate of Non-Settlement (CNS);
i. Act as conciliator-mediator during term, provided
persons who will mediate are mutually selected b
parties.
AUDIT COMMITTEE
Composition
Term
Functions
a. Audit performance of the coops and its various responsibility centers;
b. Monitor adequacy and effectiveness of the coops management and
internal control system;
c. 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;
d. Review the internal audit report of the cooperative;
e. Follow up actions on the internal and external audit
recommendations;
f. Discuss the result of the internal audit with the Board of Directors;
g. Submit reports in the result of the internal audit and recommend
necessary changes on policies and other related matters in operation
to the GA;
h. 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
i. Perform such other functions as may be prescribed in the By-laws or
authorized by the GA

66. COOP ORGANIZATIONAL STRUCTURE
ELECTION COMMITTEE
Composition
Term
Functions
a. Formulate election rules and guidelines and recommend to
the GA for approval;
b. Recommend necessary amendments to the election rules
and guidelines, in coordination with the BODs, for the
GA’s approval;
c. Implement election rules and guidelines duly approved by
the GA;
d. Supervise the conduct, manner and proceeding of election
and other election-related activities and act on the changes
thereto;
e. Canvass and certify the results of the election;
f. Proclaim the winning candidates;
g. Decide election and other election-related cases except
those involving the ELECOM or its members; and
h. Perform such other functions as prescribed in the By-laws
or authorized by the GA.
ETHICS COMMITTEE
Composition
Term
Functions
a. Formulate, develop, implement and monitor the
Code of Governance and Ethical Standards (CGES)
to be overserved by the members, officers and
employees of the cooperative subject to the
approval of the BODs and ratification by the GA;
b. Conduct initial investigation of inquiry, upon
receipt of a complaint involving violations of the
CGES.
c. Submit report on its recommendation together
with the appropriate sanctions, to the BODs for its
proper action, or to the remaining members of the
BODs, if the violation is committed by any members
of the BODs. Provided, that if the remaining
members of the BODs fail to act on the report
within a period of thirty (30) days, or the violation
is committed by the majority of the BODs, the
Audit committee shall act on the same.

67. Prepared by: Jo B.Bitonio
Presenter/Discussant
4)

68. 68
The general principles for holding successful
and productive meetings are valid for all types of
meetings, whether traditional, face-to-face, or
electronically linked.
Effective meetings can:
• Provide swift and productive communication
between a number of people
• Be a successful decision-making instrument
• Enhance the motivation & communication of a
team

69. 69
Before the meeting, it is important to ensure
that they are justified before committing,
time, effort, and other costs involved.
Consider what are the purposes of the
meeting:
• To exchange information
• To monitor progress on performance
• To deal with specific problems
• To brainstorm issues
• To develop future plans

70. 70
Separate creative, analytical meetings from
the routinary meetings. Creative meetings
need a more relaxed timetable and
atmosphere. It is hard to switch from the
routine to creative and vice versa. Decide
who could participate in creative meetings
neither too many or few, only those who can
contribute.
Creative & Routinary Meetings

71. 71
The chairman and secretary should
have a firm grasp of both the conduct
of meetings and functions of the Board.
Without a simple but consistently
observed procedure, board work
become chaotic, decisions are queried,
discussions are re-opened after they
had closed and members complain that
their views have been ignored.
Conduct of Meeting

72. 72
All meetings should be announced in
advance with the following information:
• notice of meeting & agenda
• current financial statements
• a list of new member
applications
• a list of applications for
withdrawal from membership
• major recommendations and
manager’s report
Procedure

73. 73
Choose the date, starting &
finishing time and place.
Having a definite finish time
helps concentration and my
help to avoid time consuming
digressions. Make sure the
data and time is suitable for all
intended participants

74. 74
Set the agenda. For each item
clarify the objective and who will
lead the discussion. Construct a
timetable so that important items
do not get squeezed out and lesser
items do not absorb a
misappropriate amount of time

75. 75
Personal agenda have no
price in a coop board and
are especially dangerous
when exhibited by officers

76. 76
The Chairman should be careful in
giving those with different views the
fullest opportunity to express them.
Balance contributions on contentious
subjects.
Keep control of the time

77. 77
BOD should not raise a difficult
or controversial proposal
suddenly or raising a proposal
when the principal opponents
are absent from the meeting
Surprises are good for parties
not good for management

78. 78
As far as possible, the
chairman will try to get the
BOD to arrive at a
unanimous decision or at
least one in which the
minority spontaneously
agrees to adopt the
majority view

79. 79
The BOD will vote first
on the amendment, if
accepted becomes the
decision of the meeting.
If it is rejected, the BOD
must vote on the
original resolution

80. 80
If, in either case, the votes
for and against are equal,
the Chairman can settle be
giving a ‘CASTING VOTE”.

81. 81
TRY TO AVOID
1. Taking notes as you are the leader and may also be a key
contributor
2. Losing your temper (temper your temper)
3. Allowing participants to get involved in purely personal
disagreements
4. Talking too much for too long
5. Insisting on having the last word
6. Talking first, except to introduce a topic

82. 82
A written record known as
minutes should be kept of all
board meetings. Minutes are
very important, as the recorded
decisions of the BOD are the
AUTHORITY on which the
manager of the society acts like:
when money is invested, new
positions are opened for more
staff, etc.

83. 83
Without written authority
the actions might be
questioned, and if the
decision turned out to be a
bad one, the BOD might
disclaim the responsibility

84. 84
• RESULT – expectation of members
- represents the members
and protect the interest of
members
• LOOK AFTER THEIR WELFARE – A
leader should know very well his/her
members and should positively act on their
problems. If she neglects their welfare,
their loyalty and interest will decline

85. 85
Make sound and timely decisions –
The ability to make rapid estimate of the
situation, arrive a sound decision and
announce decision in the correct form of
order at the proper time is essential to a
leader. For any situation that may arise
the leader should be able to act logically

86. 86
1. Start Promptly
2. Always start the meeting
with a prayer
3. Call to order by the Secretary
4. Determination of Quorum

87. 87
5. Deal with administrative items
such as: Introduction of any
newcomers, expressions of
congratulations, thanks, good
wishes, condolences, apologies
receives from absentees, domestic
arrangement, breaks, expected finish
time, etc
Administrative Matters First

88. 88
6. Present objectives as well as the
agenda of the meeting. Introduce each
agenda with emphasis on the objectives
7. Distribution of minutes by Sec
- Read/React/Clarify
- the concept of
Debate/Decide/Direct (DDD)
8. Approval of minutes of the previous
meeting

89. 89
9. Business arising from the minutes
- There is always a chance in your
previous meeting that there were
unfinished business. It depends to the
culture of the organization
- The Chair should not argue – The Chair
is supposedly neutral. If the Chair argue
then he is not neutral anymore.
- POINT OF INQUIRY? Chair will ask
“What is your point inquiry”?

90. 90
10. POINT OF INQUIRY? Chair will
ask “What is your point
inquiry”?
11. VIOLATION of the order of
business or Change course of
the business Raise “POINT OF
ORDER”

91. 91
12. Report of GM – The most
substantial tells you what
happen so far in the coop’s
operation. The Chair ask
recommendation for his actions
13. Reports of the standing
committees – Acts on the
recommendation of the
Committees

92. 92
14. When somebody is making
recommendation, ask for
comments. If there is no
comment. The Chair will declare
that the recommendations be
approved. With comment – the
Chair will allow debates, listen to
both side. Until the Chair feel that
the matter are sufficiently discuss.
Then he can now divide the house

93. 93
15. Many Presiding Officers (POs)
had the tendency to talk all the
time, becoming their advocacy.
NO! If the Chair wants to give
inputs then he calls the VC to
preside till the time the matters
being discussed have been
addressed. The Chair says “ the
VC had acted upon the matter so I
am now assuming the Chair

94. 94
16. MAXIMIZE OUTPUT. Technology of
participation. We want to maximize output
because we want to: INNOVATE – idea
generation and solve problem. Some members
of the Board are talkative/silent. How do we
get silent people to participate?
Agenda – Increase Volume of Business
Provide papers. Ask them to write 3 ideas
on the agenda. Capture everybody’s idea.
Come up with the presentation of ideas.
Divide the group into 2 so that there will be
sharing of ideas. Come up with the
presentation of ideas
Prioritize ideas and act on it.

95. 95
17.Encourage the shy and restrain the
verbose and opinionated
18.Allow only one discussion topic at
a time.
19. Employ visual aids where they
may help people to make their
points

96. 96
20. Members speaking at the
same time – recognize one
person at a time
21. Rejection on the approved
decision – Open for comment.
22. disagree without being
disagreeable (IMPERFECT
CHARACTER)
23. Summarize at intervals

97. 97
24. At the last part of the meeting –
The Secretary is requested by the
Chair to announce resolutions
approved or action points agreed
upon
25.Ask a motion for adjournment
25. Thank every one for their
contribution. Conclude firmly & tidily

98. 98
After the meeting:
1. Request the secretary to write down immediately
decision taken, the tasks agreed with person
responsible for action and the dates by which action
should be achieved.
2. Distribute the note to all participants and to others as
appropriate
3. Monitor the progress of subsequent action
Minutes should be certified true and correct by the
Secretary and attested by the Chairman

99. 99
Conducting a meeting is an art,
an art that can be learned
through an expert or consultant

103. Merilee Grindle
Harvard Kennedy School
Good governance is
important; it is a condition
that we can hope all the
world’s people can enjoy.
At the same time, there is
much to be understood
about the concept and
about how it is achieved in
practice. Good governance
is important; but like many
other good ideas, it is not a
magic bullet.

104. Six principles have been
recognized b y the Thai
government - these are
Morality, the Rule of Law,
Accountability, Participation,
Responsibility, and Cost-
effectiveness (Economy).
These principles have been
established to support the
well-being of the people and
to assist in the achievement of
the government’s tasks,
making them effective and
worthy.
Thailand, 2010

105. Good practices of
governance bring
contributions to reduce the
challenges of taking
collective decision and
monitoring executive action
and to ensure cooperative
members right, and the
duty, of selecting the future
path of the cooperative.
Brasilla, 2008

107. Resources
•Andres Felipe Camargo Benavides & Michel Ehrenhard (2021).
Rediscovering the Cooperative Enterprise: A Systematic Review of
Current Topics and Avenues for Future Research | SpringerLink
Santiaguel, Emmanuel (2021) Governance Issues in Cooperatives
Slide 1 (cda.gov.ph)
Basilia (2019. Cooperative Governance
https://openknowledge.worldbank.org/handle/10986/7107

108. • Shaw, Linda. 2006. Overview of Corporate Governance Issues for Co-
operatives
GCGF_Discussion_Paper_Corporate_Governance_Issues_for_Cooperati
ves_070108.pdf
• UNESCAP (2009). What is Good Governance.
good-governance.pdf