Our results are consistent with the Blue Ribbon Panel recommendation, indicating that a lower level of earnings management is associated with greater independent outside representation on the board. The monitoring that outside directors provide may improve when they are financially sophisticated (e.g., experienced in other corporations or in investment banking). We also find that the presence of corporate executives and investment bankers on audit committees are associated with a reduced extent of earnings management. Finally, our results show that more active boards, as proxied by the number of board meetings, and more active audit committees, as proxied by the number of committee meetings, are also assoc iated with a lower level of earnings management. In section 2 we discuss earnings management and the role of the board in controlling this problem. Section 3 contains our statistical methodology while section 4 presents our sample selection and data source discussions. We present our results in section 5 and conclusions in section 6.