The most important thing to improve the internal governance structure of listed companies in China is to change the current "insider" control phenomenon. The author believes that governance should be carried out from the following aspects:

1, reduce state-owned shares. At present, the main reason for the imperfect governance structure and insider control of listed companies is the excessive proportion of state-owned shares. Therefore, to improve the governance structure of listed companies, the first prerequisite is to reduce state-owned shares. There are many ways to reduce state-owned shares: the first way is to find a real "husband's family" for state-owned shares. The shares of state-owned shares can be transferred to social security funds, which not only solves the problem of the absence of state-owned owners, but also solves the problem of the source of social security funds. The second way: let state-owned shares be listed and circulated. Two-thirds of the state-owned shares of some listed companies are not circulated, mainly to maintain the dominant position of the state-owned economy, and the 15th National Congress clearly pointed out that under appropriate conditions, the state-owned economy can completely withdraw from certain industries. Therefore, in order to reduce the holding of state-owned shares, state-owned shares can be listed and circulated.

2. Improve the system of independent directors. The author thinks that we can improve the independent director system from the following aspects.

First, improve the appointment system of independent directors. The appointment system of independent directors has changed from the appointment of major shareholders to the election of minor shareholders themselves. At the same time, in terms of personnel qualifications, independent directors should be experts with certain professional knowledge in a certain field, and one of their members should be proficient in accounting. In terms of personnel ratio, the number of independent directors should be no less than 1/3 of the members of the board of directors, so as to facilitate their functions.

Second, improve the incentive and restraint mechanism of independent directors. Independent directors are also agents, and their interests are different from those of clients (minority shareholders). In order to make their interests consistent, they must be guaranteed through a series of systems. First of all, they are bound by law, so that independent directors can give full play to their due obligations, from "vase directors" to real directors, from being afraid to speak to having to speak, and from supervising managers to obligations that he must perform; Secondly, establish a compensation mechanism for independent directors, and if the losses of minority shareholders are caused by independent directors, give them a certain fine. This system can make independent directors loyal to their duties and earnestly perform their duties. At the same time, the independent directors are given corresponding incentives, so that the interests of independent directors are closely linked with the interests of small and medium shareholders, and their behavior changes from forced to conscious action.

3. Establish a restraint mechanism for managers' incentives. The reduction of state-owned shares and the system of independent directors mainly solve the lazy motivation and moral hazard of operators (agents) under the condition of asymmetric information. The author believes that if the interests of operators and investors are highly related, that is, to establish a mechanism of "all losses and all glory", then the efforts of operators are not only related to the interests of investors, but also to their own interests, which will change their behavior from passive to active. This requires the adoption of an incentive mechanism. At present, the commonly used incentive mechanisms in the world are: annual salary system for operators, benefit salary system and stock option system. Several incentive mechanisms have their own advantages and disadvantages. Comparatively speaking, the executive stock option system is the best. However, considering that China's capital market is not perfect, and there are differences between the stock price and operating performance in the stock market, China needs to match the stock option system with the annual salary system and other incentive measures at this stage.

Excerpted from the network