This research aims to study the function of the company internal auditing to provide the audit fee to external auditor as a good corporate governance. Internal auditing is one of the approaches of the company control to accomplish the good corporate governance, in case, the company could permit an exceptional audit fee to the external auditor. This research exerted the secondary data of annual financial statement from the companies which was registered in Indonesia Stock Exchange (Bursa Efek Indonesia) and constantly attended to the survey in Corporate Governance Perception Index that has been held by IICG in 2010-2013. The sample in this research based on the purposive sampling method. All of the data has been tested on path analysis by using Software SPSS v20.0 According to the analytical object, the internal audit did not acquire significantly to the good corporate governance. The function of internal auditing and the good corporate governance had an in with the audit fee partially or simultaneously. It presented a direct or an inverse relationship with the notion of the good corporate governance. Therefore, the good corporate governance is an intervening variable from internal auditing function and audit fee.