From natural enterprises to modern limited company, the govern mechanism of enterprise has changed. The corporate governance of restrain by each other is the govern mechanism in modern enterprise. This article analyse the theory of the corporate governance at first, then f combine with the situation of state-owned enterprise,which have established corporate governance , research the contradictions and problems in stated-owned enterprise deeply ^specially analyse the problems property right organization structure and "the control of internal persons" ,and raise some concrete approaches to solve these problems. Compare western corporate governance, which has two models, and get some useful methods to our state-owned enterprise.
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