Digital transformation and the rapid expansion of innovative financial services have challenged traditional banking governance models, creating an urgent need to rethink governance mechanisms in the banking sector. This study aims to develop a banking governance model for innovative financial services in Iran. Adopting a qualitative approach grounded in Grounded Theory, data were collected through semi-structured interviews with experts in banking, financial technology, risk management, and banking policy. The interview data were analyzed using a systematic coding process to identify the core dimensions and relationships underpinning the proposed governance model. The findings reveal that the central concept of the proposed framework is Adaptive Balanced Governance, which emphasizes maintaining a dynamic balance among digital innovation, risk management, cybersecurity, regulatory compliance, and operational resilience. The analysis further identifies integrated risk management, data and technology governance, real-time supervision, a digitally oriented organizational culture, competent human capital, and constructive engagement with regulatory authorities as the key pillars of effective banking governance. In contrast, several ecosystem-related dimensions and experimental regulatory mechanisms were found to require adaptation to align with the institutional context and regulatory maturity of Iran's banking system. The proposed framework conceptualizes banking governance not merely as a control mechanism but as a dynamic, multilayered, and data-driven governance system capable of supporting trust, resilience, and sustainable innovation in digital banking. The study contributes a context-sensitive governance framework that may inform policy development and governance practices for innovative financial services in emerging economies.