| New Institutional Economics believes that the system is to determine the fundamental driving force of economic growth. The Board is the company’s business brain, Board size, structure, operation and the directors incentive formal institutional arrangements and the board of directors governance culture of informal institution plays an important role for the sustainable development and corporate governance performance.By 2014, our paper has 33 listed companies with total assets of 5.7 billion, operating income of 2.8 billion, operating profit of 47 million. With the development of the Internet, electronic office paper needs greatly reduced, also the trade barriers make paper exports reduce. Besides, green environmental protection makes the paper listed company face more stringent constraints. Decline in market demand, making the increasingly fierce market competition. Therefore, in-depth and system analysis of board governance status of China’s paper listed companies, revealing board governance issues and exploring the factors affecting paper listed companies’governance performance. Then we can raise the measures proposed to improve paper listed companies’board governance and performance, to enhance the competitiveness of paper listed companies, which has important reference significance in order to effectively respond to adverse business environment.In this paper, using the standard research, comparative research methods combined with empirical research, and taking paper companies in 2002-2013 years as a research object, to make comparison research empirical test of the influence factors of board governance and performance. The study found:Compared to all the listed companies, paper listed companies board governance structure and performance have more significant characteristics of the industry. Paper board of directors of the listing Corporation is small in scale, and has shown miniaturization trend; the proportion of independent directors is high, and the degree of chairman and general manager being divided into two jobs is really high as well; here is a higher degree of diversification of the board and more attention to participation of female directors; board age is small, but the data showed a linear growth, that means we need to be alert to the aging trend of Directors; professional committee system of Paper board is very robust, with the organizational foundation for the professionalization of the operation of the Board of Directors; the board to perform their duties is of high strength; directors and independent directors incentive allowance shows rigid growth trend, while director incentives for performance sensitivity is low, and also a low proportion of shareholding directors, long-term incentive mechanism is not perfect too.Due to the poor structure, exports blocked and electronic office’s increased competition and other external factors, these board of directors of listed companies are showing poor governance performance, earnings per share in the year showed M curve trend fluctuations, which is now in decline. Size of the board, the number of supervisors and senior executives, directors holdings, senior executives and other shareholders as well as the audit committee set up has a significant impact on the profitability of Paper listed companies.Paper listed Corporation has higher dividend level, and sample annual show an inverted U shape trend. Shareholders actively involved in governance and executive ownership has a positive impact on improving the level of dividend; the largest shareholder makes a higher level of cash dividends through its strong control; independent directors were not effectively play its role in protecting the interests of shareholders.Paper listed companies have higher agency costs, and a U-shaped trend. Strategy Committee played an active role in controlling agency costs; however, the control of the largest shareholder, receive compensation cost ratio showed a positive correlation between the agent, leading to an increase in agency costs.This paper also proposed for the board of directors of Paper listed companies problems of governance, from the size and structure optimization of the Board of Directors, to strengthen the independence of the independent directors, regulate the operation of the Board of Directors, and improve the performance evaluation of the Board of Directors and incentive system and weaken the largest shareholder control, etc, and give specific measures to improve the paper board governance performance.Because of data limitations, the external governance environment of market competition and other factors that may affect the stability of the conclusions haven’t been included in when examining board governance performance factors, so the conclusion need to be improved. |