国企高管薪酬制度是国有企业激励制度的重要组成部分,其有效性既关系到高管的积极性,又影响着国企的长久发展。本文依托委托代理理论,最优契约理论以及管理者权力理论等理论基础,分析了国企高管薪酬设计中出现的问题,并从监督机制不到位、多重委托代理导致的信息不对称、薪酬制度不完善和高管选拔方式错位等方面总结了导致问题的原因。最后从政府监督和信息披露等政府规制角度以及完善薪酬制度、发挥监事会和独立董事作用等公司治理内部约束机制两个方面给出了国企高管薪酬约束机制的对策和建议。本文的研究结论对推动和完善国企高管薪酬体制设计,构建起兼具激励和约束效用的高管薪酬制度具有参考价值。 The executive compensation system in state-owned enterprises is an important part of the incentive system for state-owned enterprises. Its effectiveness not only affects the enthusiasm of top executives but also affects the long-term development of state-owned enterprises. Based on the theoretical basis of principal-agent theory, optimal contract theory and manager’s power theory, this paper analyzes the problems that arise in the design of executive compensation in state-owned enterprises, and from the inadequate supervision mechanism, asymmetric information caused by multiple principal-agent, Improve and the dislocation of senior management and other aspects of the causes of the problem. Finally, from the government supervision and disclosure of information such as government regulation and improve the remuneration system, play a supervisory board and the role of independent directors and other corporate governance internal restraint mechanism from two aspects of state-owned enterprise executives pay constraints mechanism measures and suggestions. The conclusion of this paper has reference value for promoting and perfecting the design of executive compensation system for state-owned enterprises, and for establishing the executive compensation system that has both incentive and restraint effects.