本文以2012年我国沪深A股上市公司为样本，运用实证研究的方法，检验了上市公司董事会治理水平对公司过度投资的影响。研究结论表明：由于我国上市公司董事会治理水平普遍偏低，总体而言，现有董事会治理体系对公司过度投资的抑制作用并不十分显著。进一步从产权性质对比来看，良好的董事会治理水平对国有企业中过度投资水平的影响显著大于非国有企业。以上结论表明，在代理问题较为严重的国有企业，董事会治理的提升有助于缓解所有者缺位导致的委托代理问题。本文的研究凸显了董事会治理在国有企业内部公司治理中的重要性。

This paper examines the effect of board governance of listed companies on over-investment behaviors by using data of Chinese listed companies in 2012. The study found that, because the overall level of listed firms’ board governance is generally low, the present system of board governance could not significantly reduce over-investment. Furthermore, as for different natures of ownership, a better board governance mechanism wouldinfluencestate-owned firms’ over-investment more significantly than non-state firms’. The results show thatwithin state-owned companies in which the principal-agent problems are more serious, the increases of board governance would contribute to relieve the principal-agent problem caused by the owner absence. The research emphasizes the importance of board governance in state-owned companies.