Today, to make investment decisions, investors analyze the stock in the stock market and an information source used by them is the financial report of the related firms. In some cases, the report may be prepared in accordance with management policies, which is known as an earnings management. Earnings management will affect intelligence value and consequently have negative impact. Due to these issues, in this study, the relationship between VR of earnings, earnings management and corporate governance is discussed. Using a sample of listed companies in Tehran Stock Exchange and the regression model, the results showed that the ownership of institutional investors has reduced the earnings management, but compared to major shareholders and company's audit by the National Audit Office, it has increased earnings management. The results also show that there is no significant relationship between management and the stock price as an indicator of measuring the VR of earnings.