員工認股權之發行，可降低企業代理成本，並達激勵員工之效果。過去研究指出，公司股權結構及董事會組成特性的不同，將對員工認股權獎酬政策產生影響。據此，本研究以員工認股權證發行比例及員工認股權價值，作為衡量員工認股權獎酬指標，並以民國九十年至九十五年間發行員工認股權之台灣上市櫃公司為樣本，探討員工認股權與公司治理間之關聯性。實證結果顯示如下： 一、董監事持股率與員工認股權獎酬無顯著關係。 二、經理人持股率與員工認股權價值呈顯著負相關。 三、內部董事持股率與員工認股權證發放比例及價值皆具有顯著正相關，並與後者呈先增後減之倒U型關係。 四、機構投資人持股率與員工認股權證發行比例呈顯著負相關，與價值呈顯著正向關係。 五、董事會規模與員工認股權證發放比例及價值皆呈顯著正相關。 六、董事長兼任總經理及獨立董事席次比例皆對員工認股權價值具顯負相關。 / Employee stock option plans are often used to alleviate agency cost and to serve as a tool for motivation. Previous studies have indicated that different ownership structure and composition of board members have impact on employee stock option compensation policy. Accordingly, this study used the ratio of stock option granted to the common shares outstanding and the market value of the total option shares granted as the indication of stock option compensation to test whether employee stock option plans are related in some way to corporate governance. Sample firms are selected from listed companies in Taiwan Stock Exchange and OTC firms granting stock options during the period of 2001 to 2006. Empirical results are as follows: 1.There is no significant relationship between the percentage of stock holdings of board members and employee stock option plan. 2.The percentage of top management stock holdings is negatively associated with the market value of employee stock option with statistical significance. 3.Internal directors’ stock holding ratio is positively associated with the employee stock option ratio and market value. Specifically, the relation between the internal directors’ stock holding ratio and the market value of the employee stock option is convex. 4.The institutional investors’ stock holding ratio is negatively associated with employee stock option ratio but positively associated with market value of employee stock option. 5.The board size is positively associated with both the ratio and market value of the employee stock option. 6.Both the duality of Chairman/CEO and the percentage of independent directors are negatively associated with the market value of employee stock option.