Along with the development of market economy in China, the listed company's earnings management has gradually, the study of earnings management has become a modern accounting theoretical research one of the important Earnings management accounting information, the object is accounting information and corporate governance structure has the close relation, the listed company's earnings management behavior will directly affect the quality of accounting information, and can also affect the development of capital So the analysis of Chinese listed companies earnings management and corporate governance is very This paper based on earnings management and corporate governance, expounds the basic overview of the company governance, analyzes the listed companies in China earnings management and corporate governance structure, etc, the relationship between in implementing the new accounting standards, and puts forward the premise of company governance, and some Suggestions of the listed company more efficient