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From the middle of 1990s, China has paid considerable attention to corporate governance and began carrying out theoretic construction and legislative practice combined with Chinese feature .As a rising market economy country, China is now in the course of reform and a good many problems exists in corporate entities. Moreover, because of the entering of China into WTO, Chinese corporations will surely be faced with international competition so that corporate governance is becoming more and more exigent and important. As a basic law of corporation system,《Company Law of PRC》is comparatively rough and vacant about corporate governance，and there are many disfigurements in its operation .At the time of China’s entering WTO，this paper puts forward a few constructive opinions as to the reform of corporate governance based on both theoretical development and practical experience .
（Ⅱ）Protecting shareholders’rights and interests
Legal protection to shareholders’rights and interests and some form of concentrated of ownership are two key conditions for good corporate governance ⑹.However, the sedulous pursuit of the government to the monopolization of state-owned shares has not formed effec-tive “majority shareholders’ control ”, and moreover forfeited the legal protection to minor-ity shareholders’rights and interests. In other words, neither of the two key conditions for good corporate governance has come true.
The foundation of the legal protection to shareholders’rights and interests is the share-holders’ equality principle, and the latter is on the basis of shares’ equality. But in fact, shares’ equality doesn’t consequentially mean shareholders’ equality. Majority shareholders can control the power organs by means of “Majority Rule” and they sometimes infringe the rights and interests of minority shareholders to achieve their own benefits. Now in China, majority shareholders is generally the synonym of the state-owned shares whose proportion is excessively huge ⑺, while minority shareholders are dispersive and puny. So , we can see that shares’ equality covers up the shareholders’ equality.
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