It is increasingly recognized that e-Learning is crucial to the success of organizations. In an era where the intellectual capital is considered to be the most valuable asset of a company, surprisingly, not too much attention is given to the risks and threatens faced by e-learning endeavours. The critical role that elearning is playing in the organizations calls for a specific focus on governing it. To this end, we are launching the term e-Learning Governance. e-Learning Governance can be defined as the responsibilities and practices carried out with a view to providing strategic direction to an institution s e- learning initiatives, ensuring that established objectives are achieved and risks managed properly, as well as that resources allocated are used responsibly. We need to go beyond methodologies for developing e-learning modules and extend the governance principles to all stages of e- learning. We propose, therefore, a Reference Model, independent of organizational structures, pedagogical frameworks and technical platforms. Our Reference Model conceptual framework encompasses an elearning information architecture, processes and sub-processes and governance rules and metrics. Furthermore, we also specify a system to support e-learning governance activities based on the proposed reference model.