Our findings largely support the SEC Chairman’s Blue Ribbon Panel Report and Recommendations for audit committees that audit committee members be independent board members with financial expertise. We find that earnings management is less likely to occur or occurs less often in companies whose boards include both more independent outside directors and directors with corporate experience. We also find that the composition of the audit committee (and to a lesser extent the executive committee) is associated with the level of earnings management and thereby may allow a committee to better perform oversight functions. The proportion of audit committee members with corporate or investment banking backgrounds is negatively related to the level of earnings management. The panel also recommends that these committees serve an active role. Our results find an association between lower levels of earnings management and the meeting frequency of boards and audit committees. Thus, board and committee activity influences members’ ability to serve as effective monitors. The recommendations of this panel, appear, in our sample, to make boards and audit committees more effective monitors of corporate financial reporting. One caveat is that we cannot interpret our results as demonstrating a causal link between board and audit committee composition and earnings management because of the endogeneity problem that impacts much of the board literature (Hermalin & Weisbach, 2000). An active and financially oriented board and audit committee may influence the level of earnings management, but the level of earnings management may influence the subsequent selection of board and audit committee members. Nevertheless, our results do imply an associative link between the board and earnings management