This study examines the relationship between corporate governance and earnings management of the six petroleum and petroleum products distributors out of the nine petroleum products distributors that are listed on the floor of the Nigeria Stock Exchange. Data were collected from the Annual reports and accounts of the sampled companies covering the period of ten years from 2003 to 2012. Descriptive statistics, correlation as well as panel data analysis (Random-effect GLS regression techniques) were utilized as analytical tools in the study. The results indicate that going concern is significantly and positively driven by board composition and management equity holding while board composition,
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