This study examines the differences in the relationship between corporate governance and accounting fraud in two countries: the United States and China. In investigating the relationship between corporate governance and the incidence of accounting fraud, we focus on the three different aspects: different characteristics of the board of directors, ownership structure, directors’ financial incentives. Considering two different accounting standards: International Financial Reporting Standards (IFRS) which is rule-based and US Generally Accepted Accounting Principles (US GAAP) which is principle-based, we proposed that accounting standards moderate the relationship between corporate governance and accounting information quality to lead to occurrence of accounting fraud. Last we also discuss the limitations and the need for further empirical study.