Foreign institutional investors were first seen in British commercial banks and insurance companies in the early18th century. After the 20th century, investment institutions such as mutual funds and pension funds began to appear in Britain. After the Second World War, non-bank institutional investors such as insurance companies, pension funds and mutual funds in Britain and America have made great progress, and their shareholding ratio in the capital market has been rising. Compared with weak individual investors, institutional investors have the ability to supervise company operators and participate in corporate governance: institutional investors have strong financial strength and large shareholding, which has a decisive impact on whether the shareholders' meeting can form a legal resolution and whether the current operators can stay in office; Institutional investors are mostly run by high-quality professionals, with perfect internal mechanism and strong corporate governance ability, which further affects the corporate governance of listed companies; Compared with individual investors, institutional investors are more capable of internalizing supervision costs and intervention costs, thus overcoming the dilemma of collective action.

Although institutional investors have various reasons for not supervising and vacillating, the changes in reality make institutional investors actively participate in corporate governance. This is a positive change and an inevitable change. Because based on the long-term interests, the interests of institutional investors and securities investors as company owners are the same (after all, the performance of listed companies ultimately determines the performance of these institutional investors), their goals will naturally merge. This consistency of interests and goals is the incentive and motivation for institutional investors to actively participate in corporate governance. From the historical evolution, the field of institutional investors' participation in corporate governance is gradually expanding, and finally permeates all aspects of corporate governance. The main ways for foreign institutional investors to participate in corporate governance are: first, to exercise their rights through the shareholders' meeting; Second, openly criticize; Third, encourage the board of directors to dismiss the operators with poor performance; Fourth, regular communication system; Fifth, issue a corporate governance statement. Generally speaking, the influence of institutional investors on corporate governance is positive. This positive significance is mainly manifested in the following three aspects: First, to a certain extent, it inhibits the abuse of the power of the company's management. As an important check and balance force, institutional investors are a kind of control over the company's "insider control"; Secondly, it has improved the company's performance to a certain extent; Third, it promoted the development of corporate governance movement. Of course, institutional investors will also have some negative effects in the process of participating in corporate governance. For example, when institutional investors have an interest relationship with the company they invest in, they often maintain an ambiguous cooperative relationship with the regulated operators, and sometimes even collude with the company manager to harm the interests of other shareholders. Therefore, the effect of institutional investors' participation in corporate governance cannot be blindly expanded and absolute. The rational attitude should be: actively advocate institutional investors to "participate" in corporate governance, but don't expect them to "control" the company, so that people can hear the voice of the organization at today's shell shareholders' meeting, so that company operators can feel another important balancing force, and institutional investors can explore the new investment value of the company through participation.

The investor structure of a country's securities market reflects the maturity of its market. At present, China has formed a pattern of institutional investors with securities investment funds as the main body and securities companies, insurance companies, finance companies, trust and investment companies and three types of enterprises as the important components. With the rapid development of institutional investors, cases of institutional investors participating in corporate governance began to appear in China stock market. Among them, the performance of institutional investors in the cases of "Victory over Equity" and "Tian Ge Science and Technology" is the most striking. However, there is still a big gap between Chinese institutional investors' participation in corporate governance and foreign mature markets, mainly in the following aspects: the participation of Chinese institutional investors is mostly passive and short-term; The participation of institutional investors in corporate governance in China is mostly sporadic and has not yet formed a scale; The participation of institutional investors in corporate governance in China is mostly superficial, which can not be compared with mature foreign markets in depth and breadth; On the whole, the awareness of institutional investors participating in corporate governance in China is weak, and their importance has not yet formed a sense of * * *; There is still a big gap between China institutional investors and foreign institutional investors in terms of market environment, legal environment and conditions for their own participation in corporate governance.

Generally speaking, institutional investors in China are generally indifferent to corporate governance. The main reasons are as follows: China stock market is obviously dominated by "traders", and it has become the behavioral characteristics of institutional investors in the capital market to manipulate the stock price in the form of sitting or sitting together and profit from the stock price fluctuation; Most listed companies in China are of low quality, lack of stability in performance and lack of long-term investment value; The ownership structure of listed companies in China limits the participation of institutional investors in corporate governance. In addition, the development of institutional investors in China and the imperfection of internal mechanism also objectively restrict institutional investors' participation in corporate governance.

At present, how do institutional investors in China participate in corporate governance? The author puts forward the following suggestions: First, in the field of institutional investors' participation in corporate governance, institutional investors in China should pay attention to the voting rights of listed companies, board structure, insider control, abuse of control rights by major shareholders to engage in certain related party transactions and guarantees, protection of minority shareholders, information disclosure, asset restructuring, legality of anti-takeover measures in company acquisition, shareholders and directors. Secondly, in the choice of objects for institutional investors to participate in corporate governance, the focus is on the governance of two types of companies: one is listed companies with a large proportion of tradable shares; The second category is listed companies with poor performance but potential to be tapped. Thirdly, institutional investors should participate in corporate governance mainly through the formal way of shareholders' meeting.

China should improve the market environment and supporting system for institutional investors to participate in corporate governance from the following aspects: gradually solve the problem that one share of state-owned shares is dominant and the proportion of circulating shares is low in China, and realize the rationalization and full circulation of equity structure, which is the biggest obstacle for institutional investors to participate in corporate governance in China at present; Relax the restrictions on institutional investors' participation in corporate governance. At present, China's capital market has strict restrictions on institutional investors' participation in corporate governance, such as two 10% restrictions on funds; Improve the relevant legal system and market environment for institutional investors to participate in corporate governance; Whether institutional investors can actively and effectively participate in corporate governance depends on their own normative development and continuous improvement.

With the gradual maturity of the capital market, the rise and development of institutional investors is an inevitable trend. Institutional investors in foreign mature markets have played an important role in corporate governance and formed more systematic experience. However, due to various restrictions in China, institutional investors are relatively passive in participating in corporate governance. However, with the increasing strength of institutional investors in China, institutional investor activism that appeared in foreign mature securities markets will surely appear in China. We should learn from the valuable experience of foreign mature market institutional investors in corporate governance and take various effective measures to continuously enhance the role of institutional investors in corporate governance in China.