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In recent years, corporate governance issues are domestic and foreign scholars have been keen to research, from 1997 the outbreak of the financial crisis to broke out again in 2008, as well as Shitong, Anran and other corporate scandals mainly due to the company improper management, these events had serious impact on global economic development, so more and more the scholars at home and abroad attention on corporate governance issues. Separation of ownership and management arising corporate governance issues, The quality of corporate governance directly determine the company’s success or failure, so to construct a reasonable model of corporate governance of listed companies is essential. Corporate governance include internal governance and external governance, internal governance is one of the key governance mechanism, in the past, most scholars only research unilateral corporate governance, such as ownership structure and corporate performance, most research in this area, but so far there is no consistent conclusion, and the board and company performance, supervisors and company performance, etc., few scholars study various aspects of governance. In fact, ownership structure is the most critical part of governance, but the board of supervisors, the management is important, so we should not ignored in the study. In this paper, to solve this problem we analysis internal governance in four areas:ownership structure (ownership concentration, degree of checks and balances equity, equity property), the board of directors (board size, proportion of independent directors), the size of the board of supervisors, management incentives (high Tube stake), studies how they overall affect the performance of the company.This paper is structured as follows:The first part describes the research background, research significance, and research methods, innovation; the second part described ownership structure, board of directors, board of supervisors, management incentives related to domestic and foreign research results; The third part describes the status of these four aspects and the relationship with the Company’s performance, and according to these theories put forward hypotheses; the fourth part use the Shanghai-listed company for the study sample and conducted descriptive analysis, correlation analysis and linear regression analysis, which used multiple linear regression analysis of least-squares method, the fifth part is the result of empirical analysis and make appropriate recommendations based on the results, as well as the limitations.This state through the analysis the ratio of the proportion of corporate shares, the proportion of tradable shares is not significant in this test, did not reach how they affect company performance. This conclusion is as follows:first, the direct controlling shareholder equity ratio and the degree of checks and balances are higher, corporate performance are better. That is, the higher the proportion of the top ten holding company performance became better. Then the independent directors and the supervisory board of both the company’s performance did not play a normal role, mainly due to government regulation of these two efforts are not sufficient. Finally, the higher is the executive’s ownership percentage, the higher the level of corporate performance, primarily due to executive ownership, which makes a shift as executives from the company’s managers into the company’s business and chief owner, to enhance their sense of mission, they will order the company’s long-term goals for the operational standards, most companies seek to maximize long-term interests, that is, to maximize the interests of shareholders.
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