| Investment is an important part of enterprise management activity, direct impact on enterprise value will be. But in the enterprise, however, there is a large number of non-efficient investment behavior, including over-investment problem is particularly acute. Scholars from the traditional financial theory to economic man "completely rational" as the basic hypothesis, for a variety of interpretation on this question. In fact is not completely rational, and accompanied by a large number of over-investment phenomena appear constantly, traditional financial theory persuasive questioned. With the development of behavioral finance, the scholars found that managers overconfidence is widespread irrational psychological characteristics, the characteristics that affect the efficiency of the enterprise investment behavior, therefore, from the managers overconfidence perspective study of enterprise investment behavior has more realistic significance.Board supervision enterprise managers’ investment behavior, and the investment decision of management review, the board of directors should play a positive role in inhibiting managers overconfidence psychological, thereby reducing managers overconfidence caused by over-investment behavior, avoid damage enterprise value. Therefore, based on the behavioral finance theory as a research starting point, in the full analysis of our country listed company managers overconfidence and over-investment, on the basis of the status quo of study managers overconfidence influence on enterprises investment behavior, and on this basis, the research is mainly focused on the board of directors governance mechanism for managers overconfidence and corporate over-investment behavior relationship. In this paper, starting from the five aspects of board governance, discusses the adjustment of the board of directors governance mechanism, and draw the following conclusion:(1) over-investment managers overconfidence and enterprises there were significant positive correlation, and managers of overconfidence of investment-cash flow sensitivity is higher.(2) not concurrently hold the position of chairman and general manager, and the board of directors of the board of directors diligence and heterogeneity, managers overconfidence over-investment behavior of the positive influence to the enterprise.(3) The bigger the board of directors and the higher the independent directors proportion did not play a significant role. |