Student participation in governance of education is of growing interest. However, it remains unclear what factors render this participation in institutional governance a success or a failure. Another question is: what are the perceived benefits for schools and students? We empirically explored experiences and perspectives of student representatives and program directors of all (8) medical and (1) veterinary schools in the Netherlands on factors that influence student participation in institutional governance and its values and challenges for schools and student representatives. A constructivist grounded theory study was performed. A theoretical sample of student representatives was invited to fill out an explorative, qualitative questionnaire. Next, focus groups with student representatives and interviews with all program directors were conducted. Data was analyzed using open, axial and selective coding by all authors. Experiences and perspectives of students and program directors were remarkably similar in both perceived influences and values. Four main categories of influences could be distinguished in student participation: (1) individual student characteristics, (2) individual staff characteristics, (3) the organization of student representatives and (4) the school's organization, including its culture and policy regarding student participation. A cohesive, well-organized and independent student organization has crucial impact on student participation in educational governance processes. For representatives, major benefits of participation are personal and career development. Challenges are low effectiveness and efficiency of their actions. A clear school policy on student participation and better introduction, feedback and coaching of representatives should be provided to improve student participation in governance processes.