Abstract:The firm governing is a structure with a board as its core, and its goal is to guard the interests and rights of the shareholders and related people thru supervising the management under the condition of firm's ownership and management separation. So, it is very important to know what the board structure is and whether it can work properly. Thru constructing board model and conducting theoretical and empirical analysis, in this paper, a best model of the board including the shareholders, managers and outsiders is proposed. In order to improve the efficiency of the board, attention should be paid to the following: composition of the board, separation of board director and general manager and the incentive scheme to outside board members.