This paper investigates relationship among corporate governance, audit fee and earnings management in Japan. Results are as follows. Firstly, I find the significant positive association between rate of independent officer and audit fee. Secondly, I can’t find that strong governance decreases audit cost. Thirdly, I find that hard pressure by the foreign investor demands the more audit and independent officer. Fourthly, I find that the audit（independent officer）controls earnings management. Finally, I can’t find the synergy effect of the auditor and independent officer. These results suggest that foreign investors request company to strengthen board independence and that independent officer needs high quality financial audit in Japan.