財務報表重編雖不若財務報表詐欺舞弊，但對於財務報表使用者而言，仍代表財務報表資訊品質不佳。因此公司應建立有效的監督治理機制，以防止財務報表重編情形發生，提高財務報表資訊品質。 本研究針對35家財務報表重編公司及35家財務報表未重編公司之董事會、監察人之獨立性、專業性進行研究，獲得以下結論： 一、發生財務報表重編的公司董事會中外部董事比率低於未發生財務報表 重編公司董事會外部董事比率 二、發生財務報表重編的公司董事會中獨立董事比率低於未發生財務報表 重編公司董事會獨立董事比率。 三、發生財務報表重編的公司董事會中法人董事席次比率高於未發生財務 報表重編公司法人董事席次比率。 四、發生財務報表重編的公司法人監察人席次比率高於未發生財務報表重 編公司法人監察人席次比率。 五、發生財務報表重編的公司董事會中關聯性法人董事比率高於未發生財 務報表重編公司關聯性法人董事比率。 / The restatement of financial statements does not equal to a financial statement fraud. However, it can reflect inferior quality of information disclosed in financial statements. Consequently, companies should establish an effective mechanism for supervision and governance in order to prevent the occurrence of financial statements restatements and to improve the quality of information disclosed in financial statement. The Organization for Economic Co-operation and Development（OECD） proposed five principles of corporate governance including strengthening the responsibility of the board of directors. It also required that the board of directors should function effectively. Independent and professional outside directors should be engaged to protect the interest of all shareholders. The study was conducted to investigate the independence and professionalism of the board of directors and supervisors. The sample included 35 companies which restated their financial statements at the time. Another 35 companies of comparative sizes were selected as the comparison group. The following results were conducted. 1.Firms that restated financial statements had significantly lower percentages of outside directors on the board than those which did not restate their financial statements. 2.Firms that restated financial statements had significantly lower percentages of independent directors on the board than those which did not restate their financial statements. 3.Firms that restated financial statements had significantly higher percentages of institutional directors on the board than those which did not restate their financial statements. 4.Firms that restated financial statements had significantly higher percentages of institutional supervisors than those which did not restate their financial statements. 5.Firms that restated financial statements had significantly higher percentages of affiliated institutional directors on the board than those which did not restate their financial statements.