This paper empirically examines the relevance of corporate governance and internationalization to managers' compensation by using the samples of companies publicly listed in Taiwan from 2006 to 2015. We find that the ratio of independent directors and board size are significant positively correlated to managers' compensation. However, CEO duality and board ownership all have significant negative correlation to managers' compensation. We also find that export ratio and foreign ownership are significantly positive to managers' compensation. The empirical results are consistent with our expectations. Corporate governance affects the design of managers' compensation. Internationalization rises operating problems of great complexity, which in turn compensates managers for bearing more risky and difficult job.