The purpose of this study is to model the development of capacities for human capital, organizational culture, and organizational wisdom for banking governance. In terms of purpose, this is an applied study; regarding methodology, it is qualitative, based on an interpretivist paradigm and inductive logic, and is exploratory in nature. The study population consists of 14 senior, middle, and operational managers of Shahr Bank, who were selected using non-probability, purposive sampling. Data collection was conducted through semi-structured interviews, which continued until theoretical saturation was reached. The qualitative data analysis process was carried out using grounded theory and thematic analysis methods.The results of this study indicate that the identified factors include: Ethical Leadership (including exemplary managerial behavior, active listening, and consistency between speech and action); Trust-based Learning Culture (including organizational trust, a spirit of learning, error acceptance, and healthy dialogue); Facilitating and Transparent Governance (including committee structure, staff development reporting, balance between control and agility, targeted human capital development, operational training, succession planning, multidimensional evaluation, and alignment of training with job requirements); Dynamic Organizational Wisdom (including an experience bank, experience sharing, data-driven decision-making, and learning from errors); Conflict-Inducing Factors (including centralization, informal relationships, quantitative-only evaluation, and excessive control); and Convergent Factors (including transparency, trust, targeted training, fair evaluation, as well as continuous dialogue and feedback).