This research was conducted to examine the effect of Good Corporate Governancen (GCG) and debt policy on dividend policy with profitability as an intervening variable. The proxy of GCG in this study is institutional ownership and the frequency of board meetings while the debt policy is proxied through leverage (debt equity ratio). The population in this study is that all companies indexed by compass 100 listed on the Indonesia Stock Exchange in 2016-2017 are 66 companies, with the sampling method using purposive sampling. The results obtained in this study are that institutional ownership has no influence on dividend policy either directly or indirectly through variable intervening ROE. While the frequency of board of directors meetings and debt policy (DER) has an influence on dividend policy both directly and indirectly through variable intervening ROE. The conclusion of the study is that profitability is able to become a variable intervening between GCG proxied through the frequency of board of directors meetings and debt policies that are proxied through DER on dividend policy. Companies that have large profitability tend to provide high dividends.