This study is aimed at analyzing the influence of Profitability, Leverage, Growth, and, Free Cash Flow to the Company's Dividend Payout Ratio, by considering the Corporate Governance as an intervening variable. Subjects in this study include the company's were ranked in the Corporate Governance Perception Index ranking (CGPI) conducted by the Indonesian Institute for Corporate Governance (IICG) in 2006-2011 which published their financial statements as of December 31. The samples were 81 companies selected using purposive sampling method. The analysis tools are simple regression and path analysis. The research found that only three hypotheses are accepted, they are hypotheses 4, 6 and 10. The rest are rejected. The research concludes that profitability has no positive influence on dividend payout ratio; leverage negatively affect the dividend payout ratio; growth negatively affect the dividend payout ratio; free cash flow positively effect on dividend payout ratio, no positive effect of profitability on the Corporate Governance, leverage positively influences the corporate governance; growth has no a positive influence on corporate governance; free cash flow does not influence the Corporate Governance, Corporate Governance does not affect the dividend payout ratio, and the Corporate Governance is accepted to be added in the model as an intervening variable.