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IMO Governance

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Issued March 6, 2023 — one week after the Integration Charter authorizes the program. This document establishes the operating structure for the Integration Management Office (IMO) and the decision protocol that makes it work, which is not the same as any other integration program because the Program Manager does not employ anyone. This structure is load-bearing rather than administrative.

Table of Contents

Part I — The Structure
  1. The Consultant PM and the Borrowed Team
  2. Reporting Lines and Authority
  3. Decision Rights and Escalation
Part II — The Thresholds
  1. Change Control Tiers
  2. The Steering Committee and Gates
Part I — The Structure

1. The Consultant PM and the Borrowed Team

Christian Tyrrell, as Program Manager, is employed by Arrington Advisory Group, not by ACME or Cumberland Valley. He leads the Integration Management Office, which consists of workstream leads and staff from both companies, plus vendors contracted to specific work streams. He directs no one and employs no one. Every workstream lead reports to an ACME executive or a Cumberland Valley executive, not to him.

This is the correct structure for an acquisition program, and it creates a governance problem that must be solved or the program fails: a consultant may propose, advise, and recommend. He cannot compel. If a workstream lead decides not to comply with a program decision, the PM cannot fire them. He cannot reduce their budget. He cannot move them to a different role. He has only one tool: escalation.

Authority in this structure is delegated, not held. It exists only as long as the Sponsor visibly backs it. The moment a workstream lead tests whether the PM can actually enforce a decision, and the Sponsor does not visibly support the escalation, the PM's authority evaporates. This is not a personnel issue. It is a design reality. The escalation tiers below exist because without them, unescalated disputes do not resolve — they simply sit in the inbox until the person raising the dispute stops raising it, which usually means until they have done what they wanted to do anyway.

This governance structure therefore has one critical assumption: disputes and conflicts are escalated immediately, not held at the working level for later resolution. If a workstream lead is unsatisfied with a PM decision and chooses not to escalate, they are choosing to comply. If they choose to escalate, the Sponsor decides. No in-between exists.

2. Reporting Lines and Authority

The organizational chart for the IMO is simple: the PM reports to the Executive Sponsor (D. Ashmore, EVP & CFO). Workstream leads report to their respective line executives (the heads of Finance, Technology, Operations, Clinical, and so forth) across both organizations. There is no dotted-line reporting from workstream leads to the PM, and there is no "matrix" that allows hedging between line and program authority.

RoleReports toAuthority
Program Manager (C. Tyrrell)Executive Sponsor (D. Ashmore)Schedule, readiness status, escalation decisions. Delegates change control below $250K.
Workstream leads (11)Line executives (ACME & CVHP)Their functional area in the integration. Report progress to PM; decisions on content and staffing go to their line executive.
IMO staffProgram Manager or line executivesDay-to-day planning, reporting, coordination. Answer to their assigned executive.
Vendors (8 firms)Sponsoring workstream lead & ProcurementDeliverables per SOW. Escalations to PM for scope or resource changes.
Workstream leads work for two authorities: their line executive and the program. This is not a matrix that allows picking the easier authority; it is a design that makes explicit what is implicit in any program: your job is to deliver something the program needs, and your paycheck comes from somewhere else. The line executive decides your future; the program decides your deliverables this quarter. Both matter. No hedging exists, which is why the escalation protocol is load-bearing.

3. Decision Rights and Escalation

Decisions fall into two categories: those that can be made within a workstream (staffing, vendor management, deliverable sequence) and those that affect the program (scope changes, cost impact, schedule moves). The line in between is not always clear, but the escalation rule is: if you are unsure whether it needs escalation, it needs escalation.

Decisions Made at the Workstream

The workstream lead owns their deliverables and the means to get them. They hire staff (within approved budget), direct work, sequence activities, and allocate their budget across their work packages. They are accountable to their line executive and to the PM for delivery against the plan.

Decisions That Escalate

A decision escalates if it moves one of the following:

The escalation threshold is low by design. A workstream lead who delays escalation by trying to resolve a boundary issue at their level usually ends up escalating a bigger problem later. Escalate early; resolve fast at the appropriate level.
Part II — The Thresholds

4. Change Control Tiers

Three decision tiers govern changes in scope, cost, or schedule. The threshold is cost impact, and the approver depends on the amount.

TierCost ImpactApproverProcess
Tier 1Under $250,000Program Manager (C. Tyrrell)Logged in the change register; reported to Steering Committee monthly. Can draw from baseline contingency.
Tier 2$250,000 to $1,000,000Executive Sponsor (D. Ashmore)Contingency draw approved by Sponsor; change logged and reported to Steering Committee within one week. Sponsor notifies Steering immediately if approaching reserve.
Tier 3Over $1,000,000Steering CommitteeFormal change request; Steering approval required. Impacts reserve and may trigger constraint negotiation. Approved or denied within one business day of submission.
These thresholds are dollar-based because cost is measurable in real time. Disputes over whether a change is "really" necessary, or whether the money "really" has to be spent, do not belong at the escalation level. Either the money is required or it is not; if it is, the approval is procedural. If the program cannot afford it, the Steering Committee says no. The PM does not advocate for or against; he presents the facts and processes the decision.

5. The Steering Committee and Gates

The Steering Committee meets monthly and convenes immediately for gate decisions. It consists of six executives: the Executive Sponsor, the Chief Operating Officer and Chief Information Officer from ACME, and three senior leaders from Cumberland Valley (the CEO, CFO, and one clinical or operations executive). The committee is chaired by D. Ashmore.

Monthly Steering Meetings

Monthly meetings (first Wednesday of each month) cover constraint status (TSA, Day 1, synergy, cost), major milestones reached or missed, risk status, and decisions required. The meeting receives one consolidated program status report, prepared by the PM and drawing from all workstream status inputs due Wednesday morning. No workstream presents its own status independently; all data flows through the PM's summary to ensure a single version of the numbers.

Gate Decisions

Pre-close, Close, Day 1, Day 100, and TSA Exit are formal gates that require explicit Steering Committee approval to proceed. The approval is a decision, not a formality. A gate decision can be defer (proceed on contingency with conditions), conditional approval, or deny (do not proceed until condition is met).

Steering Committee approval of gates is the mechanism that makes constraints real. A gate that was always going to be approved is not a gate; it is a formality. The gates here are gates because the Steering Committee has the authority to defer or deny them, and they exercise that authority when facts warrant it. That power is what makes the gate useful as a decision point.

Escalation Decisions

Any dispute escalated by a workstream lead to the Sponsor that the Sponsor cannot resolve (or chooses to escalate) goes to the Steering Committee for decision. These are not scheduled; they happen same-day or next-day. The PM prepares a written summary of the dispute, the facts, the options, and the implications of each. Steering decides. The decision is final within the program; either the decision is accepted or the concerned party escalates outside the program structure (to Corporate Development, the Board, the CFO independently).

The escalation protocol is what makes delegated authority work. Without it, the PM has to be able to convince every workstream lead to do what the program requires, every time, which means the PM's authority depends on his personal persuasiveness or political capital. With it, the PM's authority is the Sponsor's authority — as long as the Sponsor backs the escalation. The cost of this structure is that disputes must be brought to the Sponsor's attention. The benefit is that they actually get resolved rather than festering.

Related artifacts: Charter (1) · Integration Management Plan (9) · Communications Plan (17) · Resource Plan (14) · WBS & Console (10) · How to Read This Suite