| As the company has developed rapidly, and under the push of the system of modern enterprise reform in the past several years, the corporate governance has attracted the real affair worker and theory scholar's attentions. Compared with concepts, such as" corporate management ". and "corporate cooperate" at supervision mechanism,power balanced, the relations of persons whose interests are correlated. It is comprehensive and has democratic color of economy even more, which accords with the development trend of the modern economic society further. But with company's important function, the board of directors ought to be the core of corporate governance. This dissertation combines some basic characteristics of achievements in research both at home and abroad and Northeastern listed companies, and sets up deepening, careful research on the board of directors inside the company. We attempt to find the basic way through which the performance of Northeastern listed company has been improved through studying, and to put forward some suggestions for the optimization of the governance structure of the listed company.The article reviews relevant documents about board of director's establishment from international frontage at first. To hold basic concepts and theories of all respects about the board of director's establishment, it also has analyzed the domestic newest research about the board of directors. And the analyses find that the existing domestic documents have, to some extend, just made the casual discussion in theory, so they are unable to draw the relatively convincing conclusions. By some documents of positive research at the same time, we find that the performance indexes quoted are too single and consider that the analysis angle of the board of director's establishment is very one-sided too. Because of the above situations, the research of this paper makes great efforts to try to improve from following several respects: 1. Proceeding from reality of the enterprises of three provinces in the northeast of China, the dissertation puts the foothold studied on the aspect of the listed company, and it comes to study the economy of the whole area from the view of one unity and has relatively strong realistic meanings.2. Expanding the range through which the performance index in the past is weighed while introducing the accounting achievement index, the article adopts market index ——Tobin Q and tries hard to have a relatively overall accurate measurement on the performance of company.3. While introducing the variables to the board of directors, on the basis of pioneers' achievements, we creatively introduced director's age and the variables of the academic credentials. The variable age is not the same as "59 —year—old phenomenon" studied in the past, but it divides the director's age into three stages, observing the influence of each stage on the company performance separately. The research about the academic credentials is treated with certain discrimination according to the different academic credentials, too.Through the sample and the descriptive statistics of indexes, we discover the performances of listed companies in the Northeast generally are relatively poor. There is a piece of disparity than the average level of the whole country, so it is urgent to perfect the governance structure of company to raise the performance. Compared with the performance of three provinces, we find that there is no obvious difference in the achievements level, because three provinces have been in the same macro environment. Statistics show that the scale of board of directors, the average scale 9 .9, of the listed company of the Northeast, totally accords with the standards for" company law". The companies of the scale of the odd number is greater than the scale of the even number on performance, but the performance of the scale smaller than 10 people has not shown with the company with big scale well. The ratio of executive is 39.38%, so the structure of the board of the Northeastern listed company rel...
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