沃尔玛的成功不仅归因于其明晰的总体发展战略和经营战略,更在于它构建了科学合理的治理结构,只有科学合理的公司治理结构才能制定出成功的战略政策,才能营造并坚守不同寻常的企业文化,才能保证企业在复杂激烈的竞争环境中得以生存发展和壮大。90年代以来,美国大公司改进公司治理的重点,不是规范股东大会、经营班子,而是改进董事会。董事会是公司治理的核心,本文选取零售业巨头沃尔玛公司,对其董事会的结构和运行机制进行分析,以给予我国零售企业以借鉴。 Wal-Mart’s success is not only due to its clear overall development strategy and business strategy, but also it builds a scientific and rational governance structure. Only a scientific and reasonable corporate governance structure can formulate a successful strategic policy in order to create and stick to the unusual Corporate culture in order to ensure that enterprises in the complex and fierce competitive environment to survive and develop and grow. Since the 1990s, the major focus of U.S. corporations in improving corporate governance has been to regulate the board of directors rather than to regulate the general meeting of shareholders and the management team. The board of directors is the core of corporate governance. In this paper, Wal-Mart, the retail giant, is selected to analyze the structure and operational mechanism of its board of directors so as to give reference to the retail enterprises in our country.