股权激励在西方公司治理中已被普遍运用,但在我国采取这一激励机制的公司并不多。近期,为了完善我国上市公司治理结构,有力推进股权分置改革,我国证监会也发布了一些有利于公司采取股权激励的措施。笔者首先分别简述了公司治理结构和经营层股权激励机制,然后重点分析了股权激励在公司治理中将成为必然趋势的原因。 Equity incentive has been widely used in western corporate governance, but not many companies adopt this incentive mechanism in our country. Recently, in order to improve the governance structure of listed companies in our country and effectively promote the reform of shareholding structure, China’s Securities Regulatory Commission has also released some measures conducive to the adoption of equity incentives by the Company. The author first briefly introduces the corporate governance structure and the incentive mechanism of the management equity, and then analyzes the reasons why the equity incentive will become an inevitable trend in the corporate governance.