The interest of study is to make valuable contribution to the Relevance of internal auditor and audit committee in corporate governance. Following the inadequacy and in consisting in the Presentation of financial statements and most especially the fraudulent statements and most especially the fraudulent practices among the directors now necessitates the appointments of internal auditor and audit committee who will ensure that the business is run in an effective and efficient manner. As the internal auditor’s work is relied upon by the external auditor, it is expected that he would do his work honestly and carefully. Audit committee being appointed by shareholders to strengthen the financial statement audit should do that diligently as the public relies on their for a credible financial statement. The data for this study were collected, through questionnaire and oral interviews. The data collected were analyzed using chi- square method. The hypothesis thus formulated was tested with the percentage analysis also after testing the hypothesis it was found that: The internal auditor helps in ensuring that organization are run in effective and efficient manner, the audit committee does not play a role in strengthening of audit function and the extent of interaction between the internal auditor and audit committee has engendered accountability on the part of directors. This research work is divided into five chapters, chapter one contains the introduction. The second chapter is the reviews of related literature on the relevance of internal auditor and audit committee in corporate governance. In chapter three the research methodology used is presented, chapter four contains the presentation and analysis of data. The last chapter levels on summary of finding, Recommendation and conclusion.