This study investigates the effect of characteristics of board of directors and audit committee strength on audit fees internal control quality. In this study, 84 companies listed on the Tehran Stock Exchange were evaluated from 2014 to 2016. Panel regression model and panel logistic regression model were used for testing hypotheses related to audit fees and the weaknesses of internal control quality, respectively. Results showed that there is no significant relationship between the authority of board of directors and audit committee and the independence board and audit committee expertise and internal control quality weakness and also between the board power and audit fees. There is a significant relationship, however, between the board independence and audit committee authority, expertise, as well as the audit fees. Furthermore, results indicated that there is no significant relationship between board effort and audit fees and internal control quality weakness

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