公司治理制度強調董事會結構有助於財務報表品質之提升,透過獨立董事之設置可加強董事會結構,並且提高董事會決策品質、經營效率以及財務報表之可靠性,然而現有文獻對董事會結構影響報表品質之觀點卻是相當分歧。過去實證研究大多針對董事會之獨立性以及董事長兼任CEO進行探討,本研究進一步區分涉入管理階層執行董事之不同職位,相較於盈餘管理行為之關係。本研究將董事涉入管理階層區分為董事長兼CEO以及非CEO執行董事,探討民國94至96年我國上市公司董事涉入不同經理職位對盈餘管理行為之影響,並將兼職獎酬之調節效果納入,探討兼職獎酬是否會加重不同職位執行董事之盈餘管理行為。本研究使用裁決性應計數作為盈餘管理之衡量指標,並以追蹤資料固定效果模型作為估計模式。實證結果顯示董事長兼任CEO職位時,較會進行盈餘管理;而非CEO之執行董事比率愈高,愈能抑制管理當局盈餘管理之行為。在納入兼職獎酬之調節變數後發現,不論董事涉入管理階層之職位為何,兼職獎酬對盈餘管理皆具誘因效果:兼職獎酬會加重董事長兼任CEO職位之盈餘管理行為;而非CEO執行董事抑制盈餘管理之功能,在納入兼職獎酬之調節變數後,則未發現有明顯之正向幫助。另區分家族企業與否發現,兼職獎酬對家族企業董事長兼任CEO之盈餘管理行為產生的誘因較低。 The corporate governance emphasizes that the composition of board of directors can raise the quality of financial statement. Including the independent directors to the board of directors can enhance the composition of board of directors, quality of decision, operation efficiency and reliability of financial statement. However, the perspective on the composition of board of directors affects the quality of financial statement in the literature was diverse. In the past, empirical studies focused on independence of board of directors and CEO duality. This research studies further the relationship of the involvement of board of directors into various executive position with earnings management. This research separates the involvement of board of directors to the managers into CEO duality and non-CEO executive directors and studies the characteristics of earnings management with the involvement in Taiwan’s listed companies between 2005 and 2007. Moreover, the moderating effect of employee bonus was included in this issue to investigate whether the employee bonus weakening the monitoring function of the board of directors and aggravating the behavior of earnings management of the executives. This research used discretionary accruals as indicator of earnings management and applied the panel data model with fixed effect for estimation. Empirical results indicated that when CEO is the board chairman, earnings management is more motivated; when the ratio of non-CEO inside directors gets higher, the behavior of managing earnings of the executives is inhibited. When the employee bonus was included as a moderator, it was found whether the position is of the director in the managerial level, the employee bonus has incentive effects to the earnings management: the behavior of earnings management by CEO duality is enhanced. The function that non-CEO inside directors inhibit the earnings management of the executives does not obviously show positive relation with the employee bonus when it was included as a moderator. Also it was found by differentiating between family-controlled firm and non-family controlled firm that employee bonus had weaker incentive to the earnings management by family-controlled firm with CEO duality.