The funding decision represents important things that need to be considered by a manager when specify the portion of the company's capital structure that comes from internal funding sources as well as external funding sources. Therefore, this study aims to test empirically the influence the characteristics of the company that are measured by tangibility and profitability as well as the mechanisms of corporate governance that are measured by the board of directors and the independent commissioners in the determination of the company's capital structure. This research is based on the Pecking Order Theory that examines the hierarchy of corporate funding. This research was conducted on the mining company listings in BEI 2012-2015 year period with as many as 138 companies sample. Data analysis in this study using multiple regression analysis that was previously tested with classical assumptions. Hypothesis testing is done through Test t. The results showed that tangibility, profitability, the board of directors and the independent commissioners have no effect on the decision of the company's funding.