The purpose of this research is to review the effect of corporate governance mechanisms on the relationship between investment opportunities and dividend policy of quoted companies on the Tehran stock exchange during 2004-2011 on a sample of 131 companies. To analyze research data in pooled (panel) mode, we used regression multivariate models in Eviews 6 program. In this research, dividend policy is the dependent variable and investment opportunities, is the independent variable. Control variables, effective on dividend policy such as return on assets, financial leverage, and company size, are also used. Moreover, in this research we used corporate governance mechanisms including share percentage of the big stock holder, the size of board of directors, duality of CEO, as moderator variables of relationship between investment opportunities and dividend policy. The findings indicate that investment opportunities have no effect on dividend policy of stock exchange quoted companies; it means that dividend policy is independent from investment opportunities. Corporate governance mechanisms have no effect on the relationship between investment opportunities and dividend policy. Among these mechanisms, by considering the negative interactive effect of investment opportunities in ownership of the big stock holder, it is just the big stock holder that can avoid payment of cash dividend, if any investment opportunity is available.

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