1. 1 controls the intersection of accounts. The main body of corporate governance structure is each node in the principal-agent chain of "shareholder → board of directors → general manager", in which the board of directors is the core. The main body of internal control is the node in the principal-agent chain of "board of directors → general manager → functional manager → senior management position", and the core is the general manager. Therefore, the board of directors and the general manager are the main bodies of corporate governance structure and internal control.

1.2 Identity of control means. Although corporate governance structure and internal control have their own emphasis on management means, control and incentive are two basic means. Even for senior management positions and specific employees, necessary incentives must be carried out while controlling.

1.3 applies to object intersection. Among the three basic enterprise forms, sole proprietorship and partnership mainly have management and control problems, and there is almost no governance problem, because their ownership, supervision and control are usually integrated. However, for corporate enterprises, both corporate governance structure and internal control problems exist and need to be solved at the same time, and attention should be paid to the effective connection between them.

2 supervision mechanism

First, the board of directors; Maintaining a high degree of independence of board members is very important to realize effective supervision of managers. If the members of the board of directors overlap with the top managers of the enterprise, then the board of directors will become the self-monitoring body of the managers, and it is inevitable that the board of directors will become a "rubber stamp". No matter how perfect the internal control system is, it is only a procedure for the company to follow the legal requirements. Therefore, independent directors are introduced into the board of directors to supervise the executive directors. The supervision efficiency of the board of directors depends on the independence of independent directors.

The second is the board of supervisors; If the board of supervisors can effectively exercise its supervisory function, it will definitely restrict the situation that major shareholders or executive directors control the board of directors. Although China's laws give the board of supervisors the right to supervise directors and managers, in practice, it is often because of the limited position of the board of supervisors, the appointment of members of the board of supervisors is controlled by managers, and the low quality of members of the board of supervisors. The board of supervisors system has become another "rubber stamp" after the board of directors in China.

Third, internal audit; In the arrangement of corporate governance structure, who entrusts internal audit to supervise and evaluate the implementation of internal control by managers has become the key to the efficiency of internal control. The object of internal audit inspection is the managers of the company, and the scope of inspection includes internal financial control and management control, which requires internal audit to have transcendental independence and authority in the company, especially to ensure that it is not restricted by managers and avoid the "role dilemma" of internal audit.

Fourth, the external market; The external market supervision of managers includes product market restriction, capital market restriction and manager market restriction, company merger and acquisition market and independent audit supervision. The effect of external market supervision depends on the development and perfection of the market. Product market supervision is manifested in the competition between product price and quality, forcing operators to try their best to improve their operations and reduce costs. The constraint of capital market is manifested in the constraint of stock price rise and fall on managers; The competition in the manager's market makes managers strive to increase the company's income; If the company's performance is not good, it will be in danger of being acquired, managers will be dismissed, and its value in the manager market will be greatly reduced; Independent audit is the main channel for stakeholders to evaluate and verify the performance of operators' contracts.

3 optimize the corporate governance structure and improve internal control

Undeniably, internal control plays an irreplaceable role, and it will still be one of the most basic management systems that need to be established in the future production and operation management of enterprises. However, it should be noted that it also has limitations, and it is difficult to achieve the predetermined management goals only by relying on it. Because according to the explanation of the concept of internal control and its system standards provided by COSO report, the control points of internal control are mainly concentrated in the accounting system (financial department) and business execution system (supply, production and sales department) of the enterprise, which has limited influence on the decision-making system (board of directors and general manager) of the enterprise. Although the report links the board of directors with internal control, this connection is limited to some matters that need the authorization of the chairman, and the main control procedures are still limited to the CEO. This shows that there are control blind areas or weak areas in the control domain of internal control, which cannot completely cover all false information and economic fraud from the source, especially the occurrence of these behaviors. Therefore, the long-term pursuit of the three basic objectives of internal control-the authenticity and reliability of accounting information, the security of enterprise assets and the improvement of operational efficiency, is not enough to rely solely on internal control. It is also necessary to effectively link the internal control with the corporate governance structure and optimize the corporate governance structure, so as to solve the problem of controlling and motivating the top managers of enterprises under the theoretical and institutional framework of corporate governance structure. Otherwise, the realization of the above three goals is undoubtedly a castle in the air. The main measures to optimize the corporate governance structure are as follows:

First, introduce strategic investors and improve the corporate governance structure. Practice has proved that the restructuring of state-owned enterprises into wholly state-owned companies or state-owned shares is not conducive to improving the corporate governance structure. Reducing the proportion of state-owned shares, increasing the proportion of legal person shares and individual shares, so that individual shareholders have enough shares, so that they can actively supervise and restrain enterprise operators, which can effectively solve the incentive problem of operators, and then improve the effect of corporate governance. However, if the company's equity is too scattered, due to the asymmetry between the governance cost and the incremental income, although they have the inherent need to supervise the operators, they often try to "hitchhike" for their own interests, which leads to the ineffective supervision and restraint of shareholders on the company, thus affecting the optimization of the corporate governance structure. Therefore, in the process of gradually withdrawing from the governance structure of state-owned enterprises, the introduction of strategic investors can effectively change the defects in the governance structure brought about by sole proprietorship, and establish an effective governance structure with clear responsibilities of shareholders' meeting, board of directors and management, mutual support and mutual checks and balances with modern corporate enterprises with mature market operation. After entering, strategic investors, as one of the shareholders and investors of the company, will play a very important role in the company's major decision-making, operator selection, determination of development strategy, adjustment of organizational structure, improvement of reward and punishment system and so on. The asset supervision mechanism will be institutionalized, which will effectively ensure the safety of assets and prevent the risks of enterprises.

Second, give play to the positive role of independent directors in corporate governance; Formulate and improve the implementation rules and operation methods of independent directors, and give play to the positive role of independent directors in corporate governance. Independent directors are generally independent of the company's shareholders, do not represent the investors and the company's management, and can treat the company's strategic decisions objectively and fairly.

At present, our country draws lessons from the experience of western mature capital markets and promotes the independent director system in listed companies, which has played a positive role in promoting the development of corporate governance. However, the independent director system still needs to be further improved in practice. First of all, the articles of association of a listed company must specify the specific content, scope, methods and methods of independent directors' exercise of their functions and powers, and give independent directors special voting rights in major related party transactions, foreign investment decisions and other important motion decisions. Secondly, members of independent directors should also have special provisions. The members of independent directors should be people with high professional knowledge background, and the supervision of professional business is conducive to giving full play to their advantages. Finally, the Board of Directors has special committees on strategic decision-making, auditing, nomination, remuneration and assessment. Appointing a certain number of independent directors in these committees can give play to the advantages of neutrality and strong professional ability, thus reducing insider control and weakening the absolute control of major shareholders on the business decisions of listed companies.

Third, improve the decision-making mechanism and increase the power scope of the board of supervisors; Give the board of supervisors various specific procedural rights, such as the right of inquiry and veto, to ensure the authenticity of supervision. The existing supervisory board system in China can't play an effective role because it lacks an effective procedure to ensure the authenticity of supervision. For example, although China's company law stipulates that the board of supervisors has the right to supervise finance and directors' behavior, it is not supplemented by specific procedural guarantee mechanisms. This has caused the board of supervisors to be at a loss when discovering illegal acts, and it is difficult to take effective measures to correct them. Therefore, the board of supervisors should be given various procedural rights in law to ensure that the substantive rights enjoyed by the board of supervisors can be realized and the internal power of the corporate governance structure can be effectively restricted.

Fourth, establish a market-oriented, dynamic and long-term incentive mechanism; Encourage company managers to hold shares in the company and allow listed companies to implement the stock option system. For entrepreneurs with outstanding performance and technical talents with scarce management experience, it is an important means to give full play to the incentive and restraint function of the securities market and promote corporate governance. Although operators work hard, they may not be able to get huge gains from stock appreciation. However, if the operator does not work hard, it will inevitably lead to greater stock depreciation losses. Therefore, the establishment of a market-oriented, dynamic and long-term incentive mechanism can give enterprise management enough motivation to study, formulate and implement control measures suitable for their own enterprises, and improve the implementation effect of internal control while constantly improving the internal control system.