Summry:- This study aims to demonstrate the effect of(internal control material weakness) on some elements of corporate governance,such as,external auditor,management board and investors –especiallywhen,there are defeciencies related to (internal control) structure,considering the instructions of Sarbanes-Oxley Act through sec(404-302).That internal control system is considerd a spinal column of the entity,The main problem of this study is- the disclosing of the material weakness of internal control system – lead to decay the financial image of the company ,and lead to investment escape from the company. The main idea of this study is how to benefit from Sarbanes-Oxley Act especially sec(404-302)&the egyption auditing standards No.315&330 relating to Egyption companies climate and according the factual position of the Audit profession in Egypt,and accordindg to the results of field study