Since 1993 established the modern enterprise system in China, great progress has been made in the reform of state-owned enterprises. In the process of reform and development of state-owned enterprises, a number of enterprises have established a relatively standardized corporate governance structure through standardized corporate system reform, formed a scientific decision-making body, and improved their market competitiveness. However, although many enterprises have established shareholders' meeting, board of directors and board of supervisors, their functions are not perfect, their powers cannot be effectively balanced, and a modern corporate governance structure combining incentives and constraints has not been truly established, which has affected the effective operation of enterprises and the improvement of economic benefits. There are still many problems to be solved and improved. Perfecting the corporate governance structure is the basis for the company system to play its role and the key link in the construction of modern enterprise system. 1. Problems in the corporate governance structure of state-owned companies (1) The diversification of property rights subjects is slow, state-owned shares are dominant, it is difficult to truly reform the property rights system of state-owned enterprises, and there is a lack of checks and balances among multiple interest subjects within enterprises. China's enterprise reform is based on a highly centralized planned economic system. Many enterprises have not attracted more investors to participate in the shareholding system reform, resulting in relatively simple enterprise property rights. The state is still the sole shareholder of the enterprise reorganized into a wholly state-owned company. Although these enterprises have established shareholders' meeting, board of directors and board of supervisors, they are still absolutely controlled by the state, and the corporate governance structure thus established is often difficult to standardize. (2) The roles and responsibilities in the corporate governance structure are seriously asymmetrical, which leads to poor internal supervision of enterprises and makes it difficult to form a power balance mechanism of corporate governance. In practice, because the chairman is the legal representative and becomes the "top leader" of the company, the management team and the board of supervisors are usually subject to the board of directors. In some companies, the chairman also serves as the general manager, which makes the power of management lose effective checks and balances. The chairman, general manager and supervisor of an enterprise are appointed by superiors, and the board of directors and managers overlap a lot, which makes it difficult to form a balance of power in corporate governance. The board of supervisors not only can not effectively play its supervisory function, but also is often controlled by the board of directors and managers, and its work is in a passive state. (3) The relationship between the Party organization and the corporate governance structure is unclear, and it is difficult to coordinate the "new three associations" with the "old three associations". Party committees, boards of directors and management teams of many enterprises are those who directly participate in the decision-making and operation of enterprises. This kind of high overlapping of corporate powers not only violates the requirements of modern enterprise system, but also often leads to the failure to implement inner-party supervision in specific work and the difficulty in the operation of enterprise supervisory committees. In particular, the interweaving of the "new three associations" (shareholders' meeting, board of directors and board of supervisors) and the "old three associations" (party committees, workers' congresses and trade unions) has become a difficult problem to solve. How to coordinate the relationship between the "six meetings" is an important content to improve the corporate governance structure. (D) Lack of effective incentive and restraint mechanism for business operators, and obvious institutional obstacles exist in the formation mechanism of entrepreneurs. This is mainly manifested in three aspects: first, the selection mechanism of managers is absent. Some companies choose management talents not from the market point of view, but mainly from whether they are stable and obedient. Whether they have management talents is not the focus of consideration. The second is the absence of incentive mechanism for managers. Managers often work with a sense of responsibility and dedication, and their income is not linked to the risks they take, the labor they pay and the achievements they have made, so the value of human capital has not been really valued. Third, the restraint mechanism of managers is absent. In a considerable number of enterprises, the nominal income of managers is not high, but the hidden income is amazing. The main reason is the lack of effective restraint mechanism for managers. China's "Company Law" has confirmed the selection mechanism of company managers. But in fact, many restructured companies still use the management mode of leading cadres of state-owned enterprises to manage the managers of modern companies. This practice is completely incompatible with the corporate governance structure. It breaks the principal-agent relationship between managers and the board of directors, and destroys the mechanism of checks and balances at different levels of corporate governance structure. Second, the effective way to improve the corporate governance structure of state-owned companies To fundamentally solve the problems existing in state-owned enterprises, we must overcome the imbalance of corporate governance structure in the process of enterprise restructuring and establish an effective and balanced modern corporate governance structure. (1) Focus on promoting equity diversification. Practice has proved that the restructuring of state-owned enterprises into wholly state-owned companies or state-owned shares is not conducive to improving the corporate governance structure. For state-owned enterprises, the main ways to realize diversification of investors are: on the basis of hierarchical supervision and management of state-owned assets, state-owned shareholders formed by local investors can be absorbed; Attract strategic investors as shareholders; Form multiple shareholders through debt-to-equity swap and loan-to-investment swap; In the process of enterprise merger and acquisition, technological transformation and relocation, the diversification of investment subjects is realized in various ways; Combined with the establishment of incentive and restraint mechanism for senior managers of enterprises, the implementation of senior managers' shareholding; Through listing at home and abroad, Sino-foreign joint ventures, and mutual shareholding of legal persons, the diversification of investment entities will be realized. (2) Actively introduce * * * governance mechanism. The idea of introducing corporate governance mechanism into corporate governance structure is based on "the cooperative logic of stakeholders". According to this theory, the company's goal is not only to maximize the interests of shareholders, but also to serve stakeholders. This enlightens us that when designing the corporate governance structure, there should be representatives of stakeholders other than shareholders in the board of directors and the board of supervisors, such as representatives of employees and creditor banks. By introducing employees, creditors and even some private shareholders as supervisors of enterprise operators, we can overcome the problem of enterprise supervision failure with the help of the supervision motivation inspired by the rigidity of employee employment, creditor debt and minority shareholders' rights and interests. (3) Improve the multi-level governance of group companies. Perfecting the multi-layer governance of group companies is an inevitable requirement for developing large companies and enterprise groups with international competitiveness. To improve the multi-level governance of group companies, we should grasp the following points: first, we should make clear the legal equal subject status of group companies and subsidiaries, and correctly divide the management boundary between head office and parent company; Second, according to the principle of "two-way access", the party committee, board of directors and board of supervisors of wholly-owned subsidiaries and holding subsidiaries of the group company should be established to properly solve the relationship between the party committee and the corporate governance structure, and the chairman and general manager should be separated in principle; The third is to clarify the responsibilities of the shareholders' meeting, the board of directors, the board of supervisors and the management, establish a mechanism with consistent powers and responsibilities, coordinated operation and effective checks and balances, and properly handle the relationship between the old and new "three meetings"; Fourth, enterprise party organizations should play a political core role, adapt to the requirements of corporate governance structure, improve the way of playing their roles, support shareholders' meetings, boards of directors, supervisors and managers to exercise their functions and powers according to law, and participate in decision-making on major issues of enterprises; Fifth, the group company performed the duties of representative of state-owned assets owners entrusted by the State Council, and sent directors and supervisors to subsidiaries. The property rights representative of the group company shall exercise his functions and powers according to law, and regulate the management of subsidiaries in accordance with the Company Law; Sixth, adhere to the principle of the party managing cadres, and strengthen and improve the management of enterprise leading bodies in combination with market-oriented selection and appointment of enterprise managers; Seventh, strengthen the training, management and assessment of dispatched directors, supervisors and chief financial officers, and establish a system of business performance assessment and decision-making mistakes. If conditions permit, we can try out a salary and reward system that combines basic salary, annual bonus and long-term incentives (such as stock options). (4) Continuously improve the external governance mechanism of enterprises. Perfecting the corporate governance structure depends on cultivating and developing the governance market and constantly improving the external governance mechanism of enterprises. The first is to improve the product market competition mechanism. Under the condition of full competition in the product market, if the enterprise is not well managed, it will lose the market and lead to losses, and shareholders will oust the manager. This pressure forces managers to work hard. Second, improve the market competition mechanism of managers. In a relatively perfect manager market, there are many potential competitors for company managers; At the same time, once managers' interests are damaged by their own actions, they will lose their reputation and their human capital will depreciate, which also forces managers to make efforts to do a good job in enterprises. Third, improve the market competition mechanism of corporate control. If the company's performance is poor and the stock price falls, some powerful investors or other companies may buy a lot of shares of the company until they hold the company, which will lead to the reorganization of the company's leadership and the loss of the manager position. In order to prevent this transfer of control, managers must work hard. With the continuous improvement of China's socialist market economic system, the external governance mechanism of enterprises will become more and more sound and effective. (5) Perfecting the board system is the core of perfecting the corporate governance structure in China. 1. Hold a general meeting of shareholders in strict accordance with the procedures stipulated in the Company Law, elect directors and form a board of directors, completely eliminate the arbitrariness of the board of directors, the fact that the chairman concurrently serves as the general manager and the members of the board overlap with the management, and truly establish and improve the principal-agent relationship between the board of directors and the management. 2. Optimize the structure and function of the board of directors, and improve the management level and professional quality of directors; Implement the independent director system and strengthen the decision support system of the board of directors; Ensure the collective decision-making of the board of directors, prevent internal collusion and protect the interests of minority shareholders. 3. Establish and improve the information disclosure system of directors to ensure that the corporate governance structure of the company is more transparent. Based on the trust legal relationship between the shareholders' meeting and the board of directors, the shareholders of the company have the right to know the relevant information of directors' activities, remuneration and commercial interests. (VI) To further improve the operating mechanism of corporate managers in China and establish effective incentive mechanism, restraint mechanism and selection and appointment mechanism, which is the key to improve the corporate governance structure in China. 1. Implement the joint-stock system for operators and improve the salary system for operators. Operators hold shares differently according to the actual situation such as the scale and nature of the enterprise. At the same time, the remuneration of the company's operators should be linked to the company's operating performance, and the contributions to the operators should be rewarded and rewarded. The reward for outstanding operators is not capped, and the remuneration or shares owned by them should be deducted accordingly if the performance indicators cannot be completed on time. 2. Strictly implement the authorization system of the management board of directors to avoid the phenomenon of "insider control". Cultivate and establish the professional manager market in China, and improve the manager appointment system. Form a real legal relationship between the manager and the company and strengthen the manager's sense of responsibility and mission. (VII) Strengthen the functions of the board of supervisors, improve the supervision and restraint mechanism, give full play to the role of the board of supervisors, and elect supervisors to form the board of supervisors in strict accordance with the election procedures stipulated in the Company Law. Supervisors shall perform their duties faithfully and fairly. They should not only carefully check the company's finances, protect the company's interests and the legitimacy of the company's business activities, but also supervise and correct the behavior of directors and company managers and report the relevant situation to the shareholders' meeting truthfully. Firmly establish the legal concept that the board of supervisors is responsible for the shareholders' meeting, establish and improve the responsibility mechanism and restraint mechanism of the board of supervisors, and clarify the authority and legal responsibility. When the external supervisor system is introduced, the board of supervisors can be composed of external supervisors and internal supervisors.