十六大以来,公司治理已成为传统国有企业制度向现代企业制度改革过程中的核心问题,对深化企业改革,促进企业转换经营机制,增强企业竞争力具有重要意义。公司治理作为企业的制度安排,受各国政治、文化、法律、历史等差异形影响。本文主要分析了比较发达国家的两种典型的治理模式即以英美模式为代表的外部治理模式和日、德模式为代表的内部治理模式,比较了不同模式对公司治理效率的影响。结合分析近年来国有企业治理模式改革的尝试,本文提出中国仍处于一个市场不发育、不规范的历史阶段,市场治理导向偏离了中国当前的现实,应当选择内部监控型为主的公司治理模式。文章最后提出在下一步完善国有企业公司治理应采取的主要改革措施 Since the 16th CPC National Congress, corporate governance has become the core issue in the process of reforming the traditional state-owned enterprise system to the modern enterprise system, which is of great significance to deepening the reform of enterprises, promoting the transformation of business operations and enhancing the competitiveness of enterprises. Corporate governance as the institutional arrangement of an enterprise is influenced by the different forms of politics, culture, law and history in various countries. This paper mainly analyzes two typical governance models in developed countries, that is, the external governance model represented by the Anglo-American model and the internal governance model represented by the Japanese and German models, and compares the impact of different models on the corporate governance efficiency. Based on the analysis of attempts to reform the state-owned enterprise governance model in recent years, this paper proposes that China is still in a historical stage in which the market is underdeveloped and irregular. The guidance of market governance deviates from the current reality of China and the internal governance-oriented corporate governance model should be chosen. Finally, the article puts forward the major reform measures that should be taken in perfecting the corporate governance of state-owned enterprises in the next step