Abstract:The corporate governance is to make supervisor's action maximize shareholders' benefits by various incentive and restraint mechanisms. We can appraise the efficiency of corporate governance by testing the relationship between poor performance and the top executive turnover. The paper finds the supervision of board of directors, management shareholding, block-holder and control competition are the important mechanisms to restrict the top management turnover in foreign country. While government interference, shareholder expropriation and insider's controlling are the key factors in top management turnover in Chinese listed company, under the condition of economical transition.