重构 I ABSTRACT Based on review the discuss about the theory of stakeholder co-governance, this paper establishes a standard corporate governance model for the stakeholder, and compares it with the traditional western governance model. This paper even researches the corporate governance on the theory and the demonstration of China, especially of the reform of Chinese State-Owned Enterprises (SOEs) , and gives some advices as the conclusion. As restricted by the environment of the politic, the economics and the culture, and also restricted by the development level of the industry, there is not a governance mechanism that can be exerted effectively in all countries. But with ing of the knowledge economics and the promoting of the human resource, it is a trend for the stakeholders to participate in the corporate governance. To protect the stakeholder rights in panies so that their long-term value or persistent development can be realized, the reengineering of the corporate governance es more and more popular. And this paper establishes the corporate governance model for the stakeholders from the following three aspects: the distribute and exertion of the control, the supervising and estimate of the corporate board and executive, and the design of the incentives. In our count