| In recent years, the reform on corporate governance has become a focus problem attracting widespread concern. Therefore, corporate governance has turned an important researching field of modern Economics. The present studies are mainly beginning within the framework of Entrustment-Agency problem. As the concrete conditions of China in transition are concerned, this framework has fairly strong power of explanation. The corporate governance is regarded as the core content of "Establishing the Modern Enterprise Institution"by China's government. Currently, corporate governance has become the emphasis of policy and the researches have achieved rich fruits , which reflects the important developments China has made in the construction of market system and the importance that government has attached to changing enterprise conducts.Listed companies is the important constituent part of China's economy, for it has gathered a great deal of large and medium-sized backbone enterprises which are state-owned and leading companies in specific industries. The design on institutions aiming at saving the state-owned enterprises from difficult situation has caused the abnormal stock-equity structure of listed companies. The state-owned stockshare accouting a excessive proportion,the property subject being not in its position, the lack of constraining and monitoring mechanism upon state-owned assets and the problem of "insider control" have made it difficult for listed companies to form effective corporate governance. It is the origin of a series of contradictions and problems of china's listed companies. Whether can listed companies form effective corporate governance has a direct relation to the healthy, orderly, canonical development of China's capital market. Therefore, a systematic study on the corporate governance of China's listed companies may make plenty of theoretical and practical implications.Institutional investors is a active group in modem capital market. We notice that institutional investors are not confined to the traditional profit-making model depending on the gap between the buying price and selling price of the stocks and bonds. On the contrary, they begin to seek profits by means of elevating the achievements and core competence of corporation through improving the corporate governance. Correspondingly, the function and effect of institutional investors in modern finance system has been greatlyexpanded. In 1990's, the upsurge in corporate governance sponsored by institutional investors, with institutional investors in America as their stellar presentatives, is in the making, it has rendered us many profitable references in aspects of the mechanism, the ways and the tactics when intervening in the corporate governance of listed companies. Meanwhile, it has also provided us a totally new angle of view to establish perfect corporate governance of China's listed companies.This paper is grouped into four chapters. Chapter 1 reviews the formation of the problem of corporate governance and expounds the connotation and content of corporate governance ,laying necessary theoretical preparations for subsequent study. Chapter 2 makes a study of the mechanism and performance of institutional investors' intervening in the corporate governance, answering such questions as which factors will incentive institutional investors to intervening in the corporate governance of listed companies and what effect has this conduct achieved. Chapter 3 depicts the current situation when China's institutional investors intervening in the corporate governance of listed companies, posing the internal and external problems imperative for China's institutional investors to solve. Chapter 4 sets forth countermeasures about how to motivate China's institutional investors to intervening in the corporate governance of listed companies as well as suggestions of tactics to China's listed companies.The corporate governance of listed companies is one of the hot issues of China's capital market. This paper studies emphatically on how to motivate... |