所谓公司治理结构,是指一系列合约构成的激励制衡关系。本文旨在从公司治理结构角度透视中国公司制度之规范,以便进一步完善公司法,促进公司之健康发展。一、对峙与制衡:我国公司的内部治理结构剖析一般而言,由国有企业改制而成的公司,都设立有股东会、董事会与监事会,即所谓“新三会”,同时也还存在党委会、职代会与工会,即所谓的“老三会”。如何处理“新老三会”之关系,曾令理论界与实际工作者大费精力,但迄今为止,仍不见有效之“处方”,造成公司内部治理结构之对峙与失衡:(一)公司内部治理结构难题之一——股东会与董事会的关系 The so-called corporate governance structure, refers to a series of contractual structure of the incentive balance of checks and balances. The purpose of this paper is to look at the norms of Chinese company system from the perspective of corporate governance so as to further improve company law and promote the healthy development of the company. First, the confrontation and checks and balances: an analysis of the internal governance structure of our company In general, the state-owned enterprises transformed into companies, have set up a shareholders’ meeting, the board of directors and the board of supervisors, the so-called “new three will”, but also there are party committees , Workers’ Congress and trade unions, the so-called “Old Three Meetings.” How to deal with the relationship between the “new, the third and the third associations” has caused a great deal of effort on the part of both theorists and the actual workers. However, up to now, there is still no effective “prescription” that has caused the confrontation and imbalance of the internal governance structure of the Company: (I) One of the problems of governance structure - the relationship between shareholders’ meeting and the board of directors