The paradigm shift from ‘government to governance’ gives government organizations a position in complex exchange networks, characterized by (inter) dependency and communication relations with relevant stakeholders in their environments (other governments, citizens, companies, and societal organizations).The Good governance is believed to be the key issue for providing quality services through ensuring quality management. It is believed that good governance is not only the appropriate mechanism for achieving superior quality but it is certainly a necessary one. Governance sets the parameters of management. A mismanaged enterprise cannot flourish (World Bank, 2000:59 cited in Ehsan, 2008). The main objectives of this article are to develop a conceptual framework regarding governance and good governance. For this purpose, the emergence of governance as a shifting paradigm from government is highlighted in this article along with the differences between government and governance as well as focusing the meaning of governance and good governance in general and particularly the views of World Bank, and UNDP as a problem solving mechanisms. This paper also explores the good governance indicators which are addressed by different international organizations especially by the World Bank and UNDP for ensuring effective performance of the institutions. However, before conceptualizing the term “governance” and “good governance”, in this research paper try to explain the historical backgrounds of the shift from ‘government to governance ‘in the political system.