Content abstract: China's process of market now has entered a critical stage, but as a core part of the market mechanism, the modern enterprise corporate governance structure but can't in after the restructuring of the state-owned enterprise will have to play a Corporate governance is the product of development of modern At the beginning of this century the birth of the modern enterprise a prominent feature is the property rights and the right of management separation, it produced a professional managers class and managers market, management discipline is so revolutionary change But professional managers to replace owners to control the management of the enterprise and produced "client" and "agent" In order to ensure that the rights and interests shall not be violated and abused, both of the contractual relationships need institutional arrangement, this is company corresponding governance structure will solve the