Like many international nongovernmental organizations (INGOs), ActionAid International (AAI) confronts a very different external context than it did when it was founded 41 years ago. Traditional “aid” or “charity” is now widely recognized as being insufficient for addressing persistent poverty and inequality. The role of the state and local ownership in developing countries, as well as the role of social movements, is on the rise. Geopolitical influence is being realigned – away from the United States and Western Europe – in a multi-polar world. Technology is putting more capabilities into the hands of ordinary people to access and share information, and to network and act with others. At the same time, poverty and rights violations still persist. Like its peer INGOs, AAI is confronted by increased competition for resources, intensifying demands for accountability, and heightened scrutiny by governments – all against the backdrop of AAI’s own increasing ambitions for impact and growth. To be successful, AAI’s business model and governance model must enable agility and efficiency, as well as legitimacy and accountability in the forms of citizen voice and demonstrable results. This report explores AAI’s internationalization journey and the governance model that has emerged in the course of that journey. It describes the evolution of AAI’s governance model and draws key lessons for peer INGOs. The paper is based on a governance model review recently commissioned by AAI and conducted by the authors2 under the auspices of the Hauser Center for Nonprofit Organizations at Harvard University. This review drew from 60 interviews, group discussions, 80 survey responses, desk review of key internal documents and a review of lessons learned from four peer INGOs3 . While the report of AAI’s governance model review (an internal document) articulated specific findings and recommendations aimed at strengthening AAI’s governance, this paper seeks to tell the story of AAI’s internationalization journey with a view to providing useful insights to individuals and organizations external to ActionAid (and serving as a useful briefing document to new ActionAid staff and new members of ActionAid governing bodies at all levels).