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Affected by the 2008 U.S. financial crisis and 2011 Wenzhou tipping business owner "running boom", many domestic firms was destroyed, because of the broken capital chain, many companies got into the management predicament, there badly needs to raise enough money, getting rid of capital difficulties. If a company has problems, it usually makes other companies in security capital chain also have been seriously affected. The security ring, generated due to mutual security between companies, coverage of increasingly widespread, the amount of money involved is also growing, thus giving rise to widespread concern in the community, has raised on the question of external security thinking. External security is divided into associated security and associated non-secured, this text lays emphasis on the former aspect. Defects of governance structure of listed companies is one of causes of associated security, board, as core elements of the governance structure of listed companies, its characteristics influence the company’s operations, financial situation and the external security decision-making, thus affecting the company performance.In such a context, there is a necessity and urgent need to analyze the relationship between Board characteristics, associated security and company performance. The article mainly through a combination of theoretical and empirical approaches to research on relationship between the three.In theoretical research, First of all, the text explains the concept of board characteristics, associated security and company performance; and then, the text generalizes related documents at home and abroad, makes comments about them, and points out research directions. Finally, through the principal-agent theory, balanced view and non-equilibrium view theory, options principle, stakeholder theory, the text analyzes the relationships between the three.In terms of empirical research, with the help of empirical econometric research, statistics, accounting tools, the text selects 2008-2010 a-shares in Shanghai Stock Exchange listed companies in China as study sample, divides the variables, dependent variable—company performance is measured by ROA as evaluating index, explanatory variables—scale of the board、alternation of chairman、compensation of the first three members of the Board、Board stakes、dual-task of CEO and Chairman, mediator variable—in according to associated security happen or not、associated security level(security amount/net assets), respectively, the text creates two multivariate regression model, the test analyzes the relationship between characteristics of Board、associated security and corporate performance of listed companies. The empirical results reveal that: 1.Board size and performance are inverted u-shaped structure, namely, 9 is the boundary point of the scale of the board, when the board is less than 9, independent variables—scale of the board and dependent variable—corporate performance have significant positive correlation; when the board is more than 9, they have significant negative correlation. 2. Corporate performance should be significantly increased as the top three Directors of pay increases; there is not significant positive correlation among Board stakes、dual-task of CEO and Chairman、and corporate performance; Besides, there is significant positive correlation between alternation of chairman and corporate performance, which is not consistent with the theoretical assumptions. 3. There is significantly negative relationship between associated security happen or not and associated security level; Besides, associated security happen or not and associated security level play a mediating role between Board characteristics and Corporation performance respectively, which makes the scale of the board and dual-task of CEO and Chairman significantly enhanced.Finally, the article submits five proposals based on theoretical analysis and empirical analysis: Firstly, optimize the structure of the Board, enhance the independence of the Board; Secondly, innovate incentives of Directors, enhance director constraint; Thirdly, create associated security risk liability system; Fourth, design reasonable security withdrawal mechanism, reduce its commitment of default risk; strengthen the security information disclosure of listed company. Besides, the text analyzes three weaknesses of itself and looks forward to three future research directions.
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