中文摘要：

考虑到我国普遍存在大股东集中持股的客观现实,基于大股东＂掏空＂动机,区分大股东间＂监督＂与＂合谋＂两种不同关系,本文构建多个大股东存在下的董事会结构理论模型,并结合该模型的理论涵义推演出研究假设。以1999-2005年A股上市公司为样本对理论模型进行实证检验,结果表明,董事会中内部董事比例和第一大股东选派的外部董事比例都随第一大股东持股比例的增加而增加,随第二大股东持股比例的增加而减少;此外,当公司的终极控制为国有性质的时候,内部董事和第一大股东选派的外部董事比例更大,而独立董事比例则更少。实证检验的结果验证了理论模型的理论预期,表明所提出的理论模型能够揭示多个大股东存在下董事会的结构特征,同时印证了模型构建的正确性。

英文摘要：

In a more effective and more mature market economy,Especially in Britain and America where the ownership are more dis-persed,Board of Trustees is recognized as an important internal cor-porate governance mechanism,and is increasingly becoming the core of corporate governance.Along with the development of principal-agent theory and the contract theory,especially since Hermalin and Weisbach’s paper entitled ＂Endogenously Chosen Boards of Directors and Their Monitoring of the CEO＂,published in 1998,foreign schol-ars have done a lot of studies on the operation model of the Board of Trustees,which aimed at the more mature market and more dispersed ownership.And now this area has become a hot field in micro-finance research.To explain and find the internal mechanism of the formation of the Board of Trustees,and the relevance between the board struc-ture and performance of the company,a lot of studies have been done on different capital markets and from different angles.These studies mainly focus on the direction of the Board of Managers,the intrin-sic link between optimal structure of the Board of Trustees and the trends of the Board governance,etc.,which greatly promote the per-fection and development of theoretical model on Board of Trustees.The ownership concentration of China＇s listed companies is relatively high,and existence of large shareholders is a universal phenomenon,large shareholders often use their high voting rights of shareholders to control the General Assembly,and therefore control the composi-tion and structure of its board,so companies’ CEOs are often the wills of large shareholders,meanwhile the composition of corporate boards also,to a large extent,controlled by large shareholders.There-fore,it is necessary to study board structure model and its operation mechanism of China＇s listed companies from a perspective of major shareholder.Compared to the huge number of empirical studied on the Board of Trustees,the theoretical model is still very small,which provides a broad space for this st