Robust governance keeps TSA performance on track and prevents minor disputes from escalating into project-threatening stand-offs. The framework combines clear decision rights, disciplined routines, and pre-agreed escalation paths.
Core Governance Layers
- Service Owner Pair
• Parent Service Owner and Carve-out Service Owner manage day-to-day delivery, KPI review, and first-level issue resolution. - TSA PMO
• Consolidates monthly dashboards, verifies invoices, tracks exit readiness, and coordinates change-control workflow. - TSA Review Board
• Meets monthly; chaired by the Carve-out COO and Parent TSA Director.
• Approves service-level credits/penalties, signs off true-ups, and green-lights exit milestones. - Executive Steering Committee
• Bi-monthly cadence (or ad hoc for critical issues).
• Arbitrates material disputes, approves extensions or scope changes, and validates final TSA termination.
Issue-Management & Escalation Ladder
- Identify – Service Owner logs incident in shared ticketing system within two hours.
- Investigate – Root-cause analysis completed and action plan drafted within 24 hours.
- Resolve / Escalate
• If resolution target exceeds SLA or cost impact > $10 k, escalate to TSA PMO.
• PMO convenes task-force call; sets revised ETA. - Review Board – Unresolved items older than 15 days tabled at next Review-Board meeting.
- Steering Committee – Any item risking Day-1 continuity, regulatory breach, or > $100 k impact escalated within 48 hours.
(Time thresholds and cost triggers can be tightened to fit deal size and risk appetite.)
Change-Control Process
- Request – Service Owner submits change form detailing scope, timeline, and cost impact.
- Impact Assessment – TSA PMO evaluates resourcing, security, and pricing implications.
- Approval Matrix
• Zero-cost, no-scope-creep changes: TSA PMO approval.
• Cost ≤ $50 k or term ≤ 30-day extension: Review-Board approval.
• Anything beyond: Steering-Committee approval and contract amendment.
Formal Dispute-Resolution Clause (Recommended Sequence)
- Good-Faith Negotiation – 10 business-day window between Service Owners.
- Executive Escalation – 10 business-day window; issue reviewed by Review Board chairpersons.
- Mediation – Optional; neutral third-party mediator engaged.
- Binding Arbitration or Court – Venue and governing law pre-defined in Master TSA.
Performance-Monitoring Toolkit
- Monthly KPI dashboard (Green / Amber / Red) with trend lines and root-cause notes.
- Exit-readiness tracker showing percent complete, blockers, and hand-off dates.
- Invoice-vs-usage reconciliation report with true-up adjustments.
- Risk log highlighting potential breaches, upcoming licence expiries, or staffing gaps.
Deliverables
- Governance charter (roles, cadences, decision thresholds).
- Escalation matrix with names, titles, and 24/7 contact details.
- Change-control form and workflow diagram.
- Dispute-resolution clause embedded in Master TSA.
- Standard KPI and exit-readiness report templates.
Common Pitfalls
- Ambiguous decision rights—multiple “owners” create bottlenecks.
- Infrequent Review-Board meetings—issues linger and compound.
- Verbal agreement to scope tweaks—later disputes when invoices arrive.
- Escalations jumping directly to executives—disempowers Service Owners and PMO.
Establishing structured governance and clearly staged conflict-resolution mechanisms turns TSAs from a potential quagmire into a predictable, well-managed bridge to full independence.
