ActionAid’s strategy, Fighting poverty together (1999-2005) has demanded significant organisational change. Changes which attempt to bring our internal processes and systems in line with our organisational goals and objectives – systems and processes that facilitate rather than hinder the development process. Central to these changes was the introduction in September 2000 of ActionAid’s Accountability Learning and Planning System (ALPS). ALPS attempts to embed the idea of rights and justice to the very heart of its accountability system. The essential principles of ALPS are closely linked to AA’s mission and strategy, promoting accountability, gender equity, transparency and empowerment of the poor. As such, the system has the potential to create opportunities for poor people, particularly the most marginalised groups, not only to access resources, but also have influence and choice. This paper explores ActionAid’s experience of institutionalising such large change across an international NGO. It explores the progress that has been made and the challenges that ActionAid still faces.