本研究主要探討公司面臨財務壓力下,審計與薪酬委員會成員重疊和審計品質對盈餘管理的影響。過去文獻發現審計與薪酬委員會成員重疊可以改善盈餘品質,而審計品質較高之查核人員亦有相同功效。然而最近文獻指出,沙賓法案於2002年通過後,公司為規避主管機關和查核人員的關注,經理人紛紛從應計盈餘管理改為真實盈餘管理。故本研究以美國2004-2010年公司為樣本,發現審計與薪酬委員會成員重疊比率與應計盈餘管理有顯著負向關係,與真實盈餘管理有顯著正向關係。而過去針對公司治理能有效抑止盈餘管理之相關文獻,始終內、外部監督制度並存,故本研究更指出,在控制審計品質為良好的情況下,審計與薪酬委員會成員重疊比率與應計盈餘管理仍顯著負相關,與真實盈餘管理仍顯著正相關,藉以證明內、外部監督機制為互補品而非替代品。最後,本研究更發現目前的內、外部監督機制皆無法有效抑止真實盈餘管理情形,此為國際會計準則全面改革一事,提供有力之證據。 We examine that the impact of overlapping membership on audit and compensation committees and audit quality on earnings management when companies face financial pressures. Prior research finds that overlapping membership on audit and compensation committees can improve firm’s financial reporting quality. Consistent with the result, higher quality auditors also reduce the level of accrual earnings management. However, managers resort to more real activities manipulation because that accrual manipulation is more likely to draw auditor or regulatory scrutiny than real decision about pricing and production in the passage of Sarbanes-Oxley Act (SOX) in 2002. The study uses a sample of all firms for the period 2004-2010. We find that accrual earnings management is significantly reduced by the proportion of overlapping membership and real activities manipulation is significantly associated with the proportion of overlapping membership. Prior researches that related to corporate governance mechanisms which mitigate earnings management effectively are always included of internal and external of corporate governance mechanisms. So, we finds that accrual earnings management is still significantly reduced by the proportion of overlapping membership and real activities manipulation is still significantly associated with the proportion of overlapping membership in the situation that audit quality is good. The result provides the evidence that internal and external corporate governance mechanisms are supplements other than substitutes. Finally, the study suggests real activities manipulation is not constrained in the environment of both internal and external corporate governance mechanisms now. The situation also provides powerful evidences that sweeping reform of IFRS.