Since finance scandals emerge in an endless stream, corporate governance simultaneously has become a core issue to prevent miscellaneous falsities and improve the effectiveness of management in recent years. Intellectual capital is the dominating resource to corporate success in the contemporary knowledge-based economy. However, little is known about what occurs in the ‘black box’ between corporate governance and intellectual capital. This study employs agency theory, resource dependence theory and other theories to investigate the relationship between corporate governance and intellectual capital. After reviewing the relevant literature, this study identifies human capital, organizational capital, innovation capital and relationship capital as four constructs of intellectual capital. Corporate governance involves large part such as behavior of board of directors, so it is measured using seven characteristics of board in this study. Time-series cross-section panel data from 255 Taiwanese electronic manufacturers during 2001-2005 are employed for the fixed effect analysis in the model. The empirical finding demonstrates there is a significant relationship between corporate governance and intellectual capital.