With the enhancement ofnegotiations, owners are playing an increasingly important role in , but evaluation system based on the principal – agent theory of physical capital neglected the importance of human capital owners. Broken through the perspective of physical capital, corporate governance evaluation system was proposed from a newer and broader perspective of human capital to meet the requirement of Chinese corporate governance practice.The modern corporate governance is the common governance of physical capital owners and human capital owners through a series of internal and external governance mechanisms and index system and evaluation model of corporate governance are constructed based on human capital theory. Firstly, on the basis of human capital theory, the logic rationality of human capital owner’s participating in the corporate governance is demonstrated, which is basis of this argument. Secondly, pricing model of different human capital is analyzed based on the measurement of the value of human capital. Then, based on pricing and converted into shares of human capital, the company’s internal and external mutual governance that both the human capital owners and physical capital owners involved into were studied. Finally, as the focus of the whole paper, according to the six aspects of the ownership structure and shareholder rights, board structure and operation, structure and functioning of the board of supervisors, the disclosure of information, human capital incentive and restraint, and external governance, corporate governance evaluation index system based on human capital theory is designed, and a brief description of each indicator is properly given. In accordance with characteristics of indicators, comprehensive evaluation model of corporate governance is established based on principal component analysis, analytic hierarchy model and unascertained synthetic evaluation system. This paper tries to bring a very significant effect on the evaluation of corporate governance.
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