Program Governance and Steering Committees

Governance Framework

Steering Committee
• Primary purpose: Strategic direction, major approvals, and issue resolution
• Typical members: CEO or Business-Unit President, CFO, General Counsel, Chief Strategy Officer, Carve-Out Program Lead
• Meeting cadence: Bi-weekly (weekly during critical milestones)

Program Management Office (PMO)
• Primary purpose: Day-to-day integration of workstreams, risk and budget control, and consolidated reporting
• Typical members: Program Lead, PMO Manager, Workstream Project Managers, Finance Controller
• Meeting cadence: Weekly

Functional Workstreams
• Primary purpose: Execute assigned separation tasks and escalate blockers
• Typical members: Workstream Lead with a dedicated cross-functional team
• Meeting cadence: Weekly or more frequently as required

Extended Stakeholder Forum (optional)
• Primary purpose: Inform and align broader leadership and key external advisors
• Typical members: Business-unit leaders, regional heads, principal advisors
• Meeting cadence: Monthly or at major project milestones

Steering Committee Charter – Core Responsibilities

• Set Direction
  Approve scope, objectives, timeline, and budget.
• Authorize Decisions
  Sign off on TSA terms, legal-entity changes, and major vendor contracts.
• Monitor Performance
  Review KPI dashboard covering schedule, cost, risk, and quality.
• Resolve Escalations
  Break stalemates between functions; decide on scope changes or budget reallocations.
• Manage Stakeholders
  Provide unified messaging to the Board, investors, regulators, and employees.

Decision-Rights Matrix (Simplified)

Task sequencing within a workstream
• Workstream Lead: Approve
• PMO: Inform
• Steering Committee: —

Budget shift (< 5 % of the functional workstream budget)
• Workstream Lead: Propose
• PMO: Approve
• Steering Committee: —

Scope change that affects another workstream
• Workstream Lead: Propose
• PMO: Escalate
• Steering Committee: Approve

TSA term changes (> 30 days or > 10 % cost impact)
• Workstream Lead: Inform
• PMO: Propose
• Steering Committee: Approve

Legal-entity restructuring
• Workstream Lead: Consult
• PMO: Propose
• Steering Committee: Approve

Governance Tools

• RACI Register – Documents accountability for every milestone.
• Issue & Risk Log – Tracks owner, status, and target resolution date.
• Decision Log – Records what was decided, when, and by whom to avoid re-litigation.
• KPI Dashboard – Single view of timeline adherence, cost variance, TSA readiness, legal closings, and talent retention.
• Escalation Protocol – Defines thresholds (cost, timeline, risk) that trigger automatic elevation to the Steering Committee.

Meeting Cadence & Inputs

1. Weekly PMO Meeting
   Inputs: Updated project plans, risk log, cost tracker.
   Outputs: Action items, escalation list, Steering-pack draft.
2. Biweekly Steering Committee
   Inputs: Dashboard, high-risk items, decisions requested.
   Outputs: Approved decisions, risk mitigations, stakeholder messages.
3. Quarterly Board Update (if publicly listed)
   Inputs: Cumulative progress, financial impact, revised forecast.
   Outputs: Board guidance, disclosure approvals.

Best-Practice Tips

• Keep Steering materials to a one-page dashboard plus decision memos; force clarity.
• Assign a governance coordinator inside the PMO to manage calendars, minutes, and follow-ups.
• Enforce “two-levels-up” escalation: issues unresolved in 48 hours at workstream level go to PMO; unresolved in another 48 hours go to Steering.
• Use rolling 90-day outlooks: surface upcoming critical-path items before they become urgent.
• Periodically review governance effectiveness and adjust membership or cadence as the program moves from planning to cutover to post-close.

Robust governance anchored by an empowered Steering Committee enables fast, high-quality decisions, keeps the program on budget and schedule, and ensures consistent messaging to all stakeholders—ultimately protecting value throughout the carve-out journey.