|Abstract: ||有鑑於近年來國內外企業弊案頻傳，各國主管機關無不積極尋找防弊之道，然美國於2002年所頒布的沙賓法案（Sarbanes-Oxley Act of 2002）中，已針對加強公司治理列為該法案的重要項目之一，因此，在尚未找到有效解決企業弊案發生的方法前，公司治理仍是一帖有效的良方。由於董事會是公司治理的核心機制，故本研究探討董事會品質的形成，進而瞭解對盈餘管理的影響程度。而董事會品質係以董事會之多元性、專業性及獨立性三大層面所構成；盈餘管理則是以裁決性應計數絕對值為替代之衡量變數，藉此建立衡量關係之模型。此外，因台灣上市公司中，集團企業與電子產業之環境特殊，故另外考量以集團及產業別的情境下，探討董事會品質與盈餘管理之關係是否有所差異。|
Enterprise frauds of both domestic and international origins are reported in the media with increasing frequency, and the governing agencies of all countries also responded with aggressively seeking preventive measures for such abnormalities. In the US, Sarbanes-Oxley Act of 2002 refocused on one of its important items, the corporate governance as part of the endeavors. Thus, this becomes clear until an effective cure for preventing enterprise fraud is found; corporate governance remains to be one of the better solutions to fraud problems. Since board of directors is the core mechanism of corporate governance, this study intends to explore the quality formation for the board, in addition to further comprehend influences onto the extent of corporation earnings management. The quality of board is comprised of three layered-profiles separated as diversity, professionalism and independence. And the earnings management employs absolute value of discretionary accruals as its replacement measuring variables, in order to establish the model of measuring relationships. Furthermore, due to special circumstances surrounded conglomerate enterprises and electronic industry of the listing companies in Taiwan, this study also takes into account conglomerate and industry factors, to explore whether there are any discrepancy of relationship between the board quality and earnings management.
The findings of this study are (1) The diversified board quality composition: earnings management variables correlates with the ratios of institution board member in a positive way, but in a negative aspect with the board’s size and magnitude. Thus, this findings conclude that the lesser the institution member ratio, the better the diversified board quality becomes with lesser extent of earnings management. ( This applies to both electronic and non-electronic industries). Although the bigger the board sizes and magnitudes, the better the diversified board qualities become, with lesser extent of earnings management. (This applies to conglomerate enterprises, electronic and non- electronic industries). Nevertheless, corporations under the non-electronic industry and conglomerate environment, those with setup of board mechanism with auditing or other functionalities, would have a restraining effect onto the extent of earnings management. Consequently, the findings conclude that, within the conglomerate enterprise and non-electronics industry, those with the setup of board mechanism with auditing or other functionalities, the diversified board quality would perform better, and the extent of earnings management would be somewhat mitigated. (2)The professional quality composition of the board： Under the circumstances of non-electronic industry, the more the number of board member with academic degrees of Master and up, the milder the extent of earnings management becomes. Moreover, under the circumstance of conglomerate enterprise, if the corporation purchases liability insurance policies for its board member, this would result with poor quality in professionalism, and encourage the extensive behaviors of earnings management. (3)The quality composition of board independence： there is a positive correlation to earnings management variables if the chairman of the board holds a concurrent post of the president for that corporation. On the contrary, there is a negative correlation between earnings management variables with ratios of pledge of stock rights, in addition to independent director holding more or less concurrent post(s) of other corporation directors. The findings conclude that, with the chairman of the board holding concurrent position of the president, the quality of board independence suffers with greater extent of earnings management. (This applies to electronic industries, conglomerate and non-conglomerate enterprises). The higher the ratio of pledge of stock rights, the better the quality of board independence becomes, with lesser extent of earnings management. (This applies to both conglomerate enterprises and electronic industries). The more the independent board member holding concurrent post of other corporations, the better the quality of board independence becomes, with lesser extent of earnings management. (This applies to non-electronic industries). Lastly, I found out that under the non-electronic industry environment, greater number of independent director would mitigate the phenomenon of earnings management. On the contrary, the former would encourage the behavior of earnings management under the circumstances of conglomerate enterprise.