理论和实证分析表明 ,让经营者成为“内部股东” ,是建立有效的企业经营者选择机制和激励机制的好办法。而职工持股制度本身存在理论误区 ,操作过程也很不规范 ,难以发挥相应的作用。在国企改革中 ,应该将经营者持股、年薪制与企业期权制结合起来 ,建立起新型的激励约束机制。 Theoretical and empirical analysis shows that having managers become “internal shareholders” is a good way to establish an effective selection mechanism and incentive mechanism for business managers. The system of employee stock ownership itself has theoretical misunderstandings, the operation process is also not standardized, it is difficult to play a corresponding role. In the reform of state-owned enterprises, managers should hold shares, the annual salary system and enterprise option system combined to establish a new incentive and restraint mechanism.