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A TSA steering committee without a written charter is a recurring meeting, not a governance body. The charter defines who sits on it, what it can decide, how fast it moves, and what it does not touch. Disciplined buyers treat it as a founding artefact of day one readiness, written before the first meeting, not after the first dispute.
The steering committee is where the buyer holds control of the exit at the program level. It approves the plan, resolves what the workstreams cannot, controls the budget, and owns the relationship with the seller's leadership. None of that authority is real until it is written down and agreed by the people it binds. The charter is that agreement.
Writing the charter before day one forces the hard conversations early, while goodwill is high and the deal is fresh. Who has the final word on a schedule slip. What dollar threshold the committee owns versus what escalates to the sponsor. How disputes with the seller are handled. Settling these on paper in week one is far cheaper than settling them in month four under the pressure of a missed milestone.
A charter also protects continuity. Carve-out programs run for many months and people rotate. A committee that operates on the founding members' shared understanding loses that understanding when a member leaves. A charter is the institutional memory that keeps the governance model stable through turnover.
Keep the committee small enough to decide and senior enough to bind. A working buyer-side steering committee has the program director who runs the exit daily, the operating partner or sponsor representative who owns the value creation plan, the functional leads for the critical workstreams, and a single named seller side counterpart for cross party matters. Outside counsel and the independent adviser attend as needed, not as standing members.
Name a chair and define what the chair controls. The chair sets the agenda, holds members to decisions, and owns the decision log. On a buyer-side program the chair is the program director, with the operating partner as the escalation point above the committee, not a co chair. Two chairs produce two agendas and no accountability.
Define each role's authority explicitly. The functional lead speaks for their workstream and commits it. The operating partner commits capital within the committee's threshold. The seller counterpart commits the seller's leadership to cross party decisions. Writing down what each seat can commit prevents the common failure where a decision is made in the room and then unwound because the wrong person agreed to it.
The heart of the charter is the decision rights section. It states the dollar thresholds the committee owns, the decision types it owns, and the matters it escalates above itself. A workable structure gives workstream leads authority up to a small threshold, the program director the next band, the steering committee the band above that, and the sponsor anything beyond. Schedule changes past a defined tolerance, scope reductions, and any change to the TSA itself escalate to the committee by default.
Scope also means what the committee does not do. It does not run the workstreams. It does not relitigate decisions made correctly at the workstream level. It does not become the forum where every operational question is parked because no one wants to decide. A charter that lists what is out of scope is as useful as one that lists what is in scope, because it stops the committee drowning in detail it should never see.
State the negative authority clearly. Decisions that cross a workstream boundary, that touch an external party such as a customer or vendor, that modify the TSA, or that reset a milestone date are reserved to the committee no matter the dollar value. These are the decisions where the consequence exceeds the cost, and they belong with the body that can see the whole program.
Set a biweekly cadence as the default. Monthly misses too many issues on a program that moves weekly at the workstream level. Weekly produces fatigue and pulls senior people into detail. Biweekly gives leadership real time visibility on rolled up status while keeping the time commitment reasonable, with a standing call slot reserved for escalations that cannot wait for the next scheduled meeting.
Define quorum and what happens without it. A common rule is that the chair, the operating partner or their delegate, and a majority of functional leads constitute quorum, and that decisions taken without quorum are provisional until ratified. Without a quorum rule, a thin meeting either makes binding decisions the absent members reject later or makes none and the program stalls.
Mandate the meeting record. Every meeting produces a one page output: decisions taken with rationale, actions assigned with owners and dates, and items escalated. The decision log is the committee's memory and the evidence base when the seller disputes what was agreed. A committee that does not log its decisions revisits them, which is the surest sign the charter is not being followed. The detailed cadence of reporting that feeds the committee is covered in the work on status reporting.
A charter is only as good as its first enforcement. The first time a member tries to make a decision outside their authority, or the seller tries to route a cross party matter around the committee, the chair enforces the charter visibly. That first enforcement sets the expectation that the document is real. A charter that is written and then ignored is worse than none, because it signals that written agreements do not bind.
Review the charter at a defined point, usually quarterly, and update it as the program moves from stand-up through steady execution into exit. The membership that fits day one readiness is not always the membership that fits the cutover phase. A living charter changes deliberately through a committee decision, not silently through drift.
Pair the charter with the supporting artefacts that make it operational: a RACI that maps authority to the functional level, a status reporting standard that feeds the committee, and an escalation playbook that defines how issues reach it. The charter is the constitution. Those documents are the operating procedures that bring it to life across the program.
At minimum: membership and roles, the chair and escalation point, decision rights with dollar thresholds, what is reserved to the committee regardless of value, what is out of scope, the cadence, quorum, and the requirement to keep a decision log. Keep it to roughly one page.
On a buyer-side program the program director chairs, setting the agenda and owning the decision log, with the operating partner as the escalation point above the committee. Avoid co chairs, which produce competing agendas and diffuse accountability.
Biweekly is the default. Monthly misses issues on a program that moves weekly at the workstream level, and weekly creates fatigue. Reserve a standing call slot for escalations that cannot wait for the next scheduled meeting.
Before day one. Writing it early forces the hard conversations on authority, thresholds, and dispute handling while goodwill is high, rather than under the pressure of a missed milestone months later.
Mapping responsibility, accountability, and decision rights across every exit workstream.
Read the article →The reporting rhythm that feeds the steering committee the right information at the right time.
Read the article →The three committee model that holds a TSA exit on schedule and on budget.
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