中文摘要：

笔者利用第三方评级机构的评分结果,研究了2012年度沪市A股企业社会责任报告评级排名前1/3的高水平公司的治理特征,并与排名后2/3的公司进行了配对检验。研究发现高水平披露公司：（1）资产规模大、资产负债率高,但盈利水平低于市场平均水平;（2）实际控制人多为国有控股或具有政府背景,股权集中度高,但董事会和高管持股比例低于低水平披露公司;（3）董事会、监事会规模均高于低水平披露公司,规模较合理;（4）在高管人数、董事长与总经理两职不兼任及前三名高管薪酬水平上,均高于低水平披露公司,并存在显著差异。

英文摘要：

By making use of evaluation made by independent agency, thispaper studies the characteristic of corporate governance of A-share companies listed in Shanghai stock market as top 1/3 in 2012 assessment of corpo- rate social responsibility report rating. Also, this article makes comparison between these companies with those listed behind 1/3. Study reveals that those highly rated companies have features such as （ 1 ） possessing large asset scale and having high asset-liability ratio yet having profitability lower than average （2） these superior A-shares being hold, in high proportion, in hands of state or with government background, and have the high concentration of shareholding. However, the rate of shares hold by the Board and senior managers being lower than companies in the bottom of the list （3） having board of director and board of supervisors with reasonable scale which is larger than those of companies in the bottom of the rating （4） the number of executives, chairman and general manager played by two people and the level of salary for top 3 senior managers are significantly higher than that of companies in the bottom of the rate.