tThe purpose of this paper is investigating the relationship between some corporate governance mechanisms and level of intellectual capital disclosure in firms listed on Tehran Stock Exchange during 1387-1389.In this regard,the influence of some indicators of corporate governance(board size ،board composition،CEO duality and existence of internal auditing) on level of intellectual capital disclosure(human capital ,internal structure & relational structure), are investigated by poison panel data regression for 120 firms listed on  Tehran Stock Exchange. Findings demonstrated there is not a negative significant relationship between number of directors and level of intellectual capital disclosure ( there is no significant relationship).There is a positive significant relationship between percentage of independent directors and level of intellectual capital disclosure, and a negative relationship between CEO duality and level of intellectual capital disclosure. There is not a positive significant relationship between existence of internal auditing and level of intellectual capital disclosure (there is no significant relationship).