This paper describes an effective governance operating model that would encourage achieving enhanced good governance during the overall working of open and distance learning (ODL) institutions. The operating model is proposed to be comprised of three layers of network, namely the organisational design and governance system which include institutional governing structure and governance network of people; governance operating systems; and IT infrastructure. These three layers further consist of sub-components that would bring about significant improvement in the teaching-learning activity as well as in the quality of distance education, in a well organised and structured way. All these systems and structures are assisted with ICT based operations so as to achieve enhanced good governance in practical terms. The proposed governance operating model thus developed based on extant literature on structural and institutional governance would facilitate to enhance the efficiency, effectiveness and overall performance of the ODL institution concerned.