The purpose of this paper is to provide a theoretically-informed meaning for the ‘quality of the audit committee-internal auditor relationship’ construct and to provide a new instrument for its measure. Leader-Member Exchange Theory (LMX theory) is widely accepted in the management communication and management literature as one which can be used to explain the development of a leader-member relationship and the quality of such a relationship. The analysis will be grounded in the LMX literature, and in understanding of the relationship between the audit committee and internal auditors. This paper is a contribution to the literature as such application of LMX is a newly theorised initiative to enable researchers to improve our understandings of this important corporate relationship. The output of this analysis can be used for research which evaluates the quality of the audit committee-internal auditor relationship (AC-IA relationship).