| After ten years of wind and rain, Growth Enterprise Market (GEM) finally opened board in October 23 of 2009, which marked GEM of China was formally established. The purpose of its foundation not only to perfect capital market structure, to provides a more financing channel for high-tech enterprises and (SME), but also to promote the union of knowledge and capital, provides a green channel for venture capital exit. Until now, the GEM has been conducted for two years, during this period, we should also see the problems existing in GEM, such as "four high" problems, the "roller coaster" phenomenon in stock market and high risk low incresment and a lack of market regulation. Althrough the immature of our capital market and the defect of conducting mechanism of GEM resulting in such problems, the most fundamental reason is that the GEM listed companies internal management problems, including unreasonable inner conducting structure and unreasonable conducting mechanism. The paper take the characteristics of GEM such as small size, high risk, high growth, in the initial period, operating performance is not stable, strong, heavy family color, focus on intangible assets as a starting point, to find out current situation of GEM inner conducting, and the problems of it and influence factor, taking samples of the company’s internal governance index and corporate performance regression analysis at the same time.First part, summary the theory foundation of GEM inner conduction. Firstly, define GEM market, conducting mechanism of GEM market, and the type of company that come into GEM market, through concept defining to find out character and concept of GEM market, to provide the oretical basis for the statics and regression analysis of index, put forward the assumption that, constructing the model.Second part, the descriptive statistical analysis of listed company internal management status.Extracted in a random sample of 105 GEM listed companies, with its semi-annual report in 2011as the data sources, and combinated characteristics of the GEM listed companies difference from the main board, small and medium-sized board of Listed Companies in China to study the current situation of GEM listing company interior manages, present situation of management structure includes internal governance structure status quo and includes ownership structure, board governance, governance of board of supervisors, senior management; corporate governance mechanism are introduced in three respects: the internal decision-making mechanism, internal supervision mechanism, incentive mechanism.According to the above analysis to find out the status of listed company internal management problems. The main problems are: the dominance of the phenomenon is serious; the proportion of institutional ownership is low, participating in the company governance effect is not significant; strong family color, internal shareholding phenomenon is serious; the scale of board of directors in consistency, unity of leadership structure; supervision mechanism is not perfect, oversight emphasizes the material incentive, neglecting non-material incentive. On the basis of the current situation and problems from the GEM, carry on the reason analysis GEM and supporting the construction of three aspects, for the following variables selection and policy recommendations to provide the theory basis.Third part, regression analysis of listed corporate governance and company performance.According to the internal control present situation and the existence question from the ownership structure, board governance, incentive situation to select the GEM listed company governance variables and control variables, and take company performance index as the dependent variable, do empirical analysis of the GEM listed companies in 2011Annual Report data sources, to find out the revalance between internal governance and corporate performance. Conclusion shows that the ownership structure, board governance, incentive measures such as the combined effects on firm performance has a spillover effect; listed company governance and company performance has a certain relationship, especially the relationship between ownership structure and corporate performance of outstanding; board governance and firm performance little relevant; the control and corporate performance was larger; whether to take equity incentives on the company performance influence outstandingly.The fourth part, optimize program design of our Gem’s mechanism.According to the above analysis, put forward the corresponding proposal from the company’s internal governance structure, internal governance mechanisms and corporate governance related construction three aspects, to offer a valuable reference for the construction of internal governance of our country the GEM listed companies.Internal governance structure including increase a second to fifth the proportion of shareholding, increase institutional investors, increasing the proportion of state-owned shares, enhance the independence of the board of directors and board of supervisors functions etc.. Corporate governance includes increasing the core technical staff salary incentive, implement of equity incentive carefully, play non-materials function, regulatory concept. And corporation governance of listed company related construction is mainly put forward the corresponding countermeasure proposal from the information disclosure system, the health care system, delisting system of three aspects of the construction. |