This study empirically examines the relation among internal control, corporate governance and asset misappropriation. To be specific, internal control is measured with limits to internal accounting control that refers to the characteristics of human resources (the total number of personnel, the ratio of CPAs to total number of personnel years of experience of personnel in internal accounting control). Corporate governance is measured in corporate governance index that was comprised of ownership structure (the ratio of CEO’s share holdings, the largest share-holder’s share holdings and foreign shareholder’s share holdings) and characteristic of outside directors (independence, expertise, activity). Results of this research using KOSPI and KOSDAQ firms that were listed on KRX through 2006 to 2011 are as follows. First of all, years of experience of personnel in internal accounting control and the ratio of CPAs to total number of personnel in internal accounting control have negative effect on the possibility of asset misappropriation. Additionally, corporate governance index has negative effect on the possibility of asset misappropriation. This paper provides empirical evidence on the way to reduce asset misappropriation. Using the results of this research, the necessity of strengthening internal control for reducing fraud is more needed.