Abstract: Based on the high-tech companies of Shanghai and Shenzhen Stock Markets in 2006~2008, an empirical research was conducted on the relationship among performance, governance mechanisms and senior managers' compensation by adopting the panel data. The results indicated that there is a significant positive correlation between enterprise performance and senior managers' compensation, whereas the proportion of independent directors is negatively related to senior managers' compensation. It was suggested that enterprise performance is still a key factor determining senior managers' compensation. Moreover, the governance mechanisms from independent directors of high-tech companies tend to solve the problem of so-called insider control, and thus lower the agency cost.