Summary: China's marketization process has now entered a critical stage, but as a core part of the market mechanism, modern corporate governance structure has as yet not after the reform of state-owned enterprises must have role to Corporate governance structure is a product of modern business The beginning of this century, the birth of the modern enterprise is a prominent feature of the separation of ownership and management rights, which created a professional class of managers and managers of marketing, management disciplines have gained a revolutionary But instead of professional managers control the business owner has created a "client" and "agent" In order to ensure the client's interests are not violated and abused, the contractual relationship between the need for appropriate institutional arrangements, this is the corporate governance structure to solve the Keywords: state-owned enterprises; governance structure; Analysis