This study aims to determine whether the effect of the size and independence of the board of commissioners as well as the existence of an audit committee on the quality of internal control ultimately affect earnings management in state-owned enterprises (SOEs). The quality of internal control is assessed based on the number of audit findings while earnings management is calculated using Jones model (1991). Hypothesis testing was analyzed using Partial Least Square Path Analysis with a sample of 28 state-owned companies in 2009 audited by the Supreme Audit Board (BPK). The results of this study indicates that the independence of the board of commissioners and the existence of an audit committee strengthen the quality of internal control and mitigate the opportunity to do earnings management.