| In modern enterprise, owing to the separation between ownership of enterprise and management rights, It caused the conflict of interests between the ownership of enterprise and control of enterprise management.This paper has studied the effects of board characteristics on firm performance, using the combining theoretical analysis and empirical analysis method. The theories related to applications including commissioned resources agency theory, modern stewardship theory, dependency theory. According to resources agency theory, the system of board of directors was established in order to control and supervision of operators better, to prevent the breach of privilege, to safeguard the interests of the shareholders better. The board of directors can communicate and coordinate effectively between the shareholders and the managers and reduce the contradiction and conflict. According to modern stewardship theory, managers do not need supervision of the board of directors, the board of directors is established to provide decision-making related information for managers, it is a kind of decision service system. So it must establish close relationship t between the board of directors and management and trust each other, The board of directors must have highly authorized to managers, so that managers have the right to management efficiently, They will improve the performance of the company maximize. Resource dependence theory believes that the companies want to be successful, it must also need to establish organizations to match with the external environment. When the external environment changes, the organizational structure of the company must also adjust accordingly. Therefore the company’s board of directors can not blindly unchanged state. It should use some methods to make the board of directors always in a state of high efficiency in order to better respond to environmental threats. For example, A new board of director can join in enterprise timely, among the directors can cross, and invite experts to join the board and so on.With the help of related theory, combined with the actual situation in China, this paper selects36companies as of December31,2009listing on the gem and choose their2009-2011three years data as samples for empirical analysis. This paper selects14financial indicators from the five aspects of profitability, solvency, operating capacity, development capacity and cash flow ability. This paper establishes the index performance comprehensive evaluation to measure the performance of the company with factor analysis method. In this paper, the characteristics of board of directors is divided into four aspects, including the structure of the board of directors, the board of directors of behavior, the board of directors of incentive characteristics, the board of directors of quality characteristics. This paper selects10variables to reflect the characteristics of the board of directors, including the board size, proportion of independent directors, two duty syncretic, the number board committees setting, the number of board meeting, the remuneration of directors, shareholding ratio of board of directors having, age, gender and education background of board of directors. The company performance is affected by many factors, so this paper also consider some other factors including firm size, leverage, ownership structure on corporate performance. So in order to make the explanation of the multiple regression model is high enough, avoid to reject the null hypothesis error, this paper also introduce three control variables in model, company size, company debt, equity structure variables. Through the establishment of the multiple regression model, the paper draws the following conclusions:(1)The company performance listed on gem is positively related to remuneration of directors.(2) The company performance listed on gem is negatively related to two positions, the number of board meeting and age (3) The corporate performance has no effect on the size of the board of directors, The proportion of independent directors, the number of the special committee setting, holding ratio of directors, the education, the proportion of women directors.Finally, according to the conclusions of the study, the paper puts forward policy8recommendations, including riching sources of the members of the board of directors, setting reasonable scale of board of directors, improving the system of independent directors, the separation of two staff, perfecting professional committee set, reducing the number of board meetings, improving quality of meetings, improving the remuneration of directors, optimization of the board of directors of ages. |