By reviewing overseas research in this field and analyzing the characteristics of Listed-companies in China, the paper suggests some hypothesis about the relation of executive s compensation and some factors including enterprise performance, firm scale, directorate control intensity.

This paper examines the role of board control, chief executive officer characteristics and firm performance in determining management compensation.

By analyzing the origin, causes and the effects of American university board system, this paper puts forward that university board should play the key role about decision-making, counseling and democratic supervision in university management system of China, and coordinate the relationship between academic power and executive power.

Finally,we compare the current system in China with that abroad,point out the problems in China s board system,and find out the solutions to the problems.

The study about the system of board of directors in public universities in China has certain social backgrounds and actual requirements.

And then summarizes scientific, rational, representative of the independent college board of director system, and guiding it to healthy development is very necessary.