《2007年中国上市公司100强公司治理评价》报告显示:所有样本公司治理综合得分平均值仅为62.28分,公司治理水平仍处于中等水平。为什么会这样呢?本文认为,根本原因还是在于法律制度的不尽完善。通过分析比较可以看到,随着修葺一新的2006年《公司法》和《证券法》出台,我国公司治理法律制度在立法上可以说是突飞猛进,但深入研究,不难发现,其进步主要还是体现在立法精神和价值取向上,取消了很多限制性规定并引入了一些新制度,但由于新制度引入的不尽完整以及与我国具体国情的不尽相同,使得这些法律制度的内在合理性和实践操作性都存在一定问题,其功效大打折扣。 The 2007 Top 100 Corporate Governance Evaluation of China’s Listed Companies shows that the average corporate governance score of all samples is only 62.28 points and the corporate governance level is still at medium level. Why does this happen? This article argues that the fundamental reason is that the legal system is not perfect. Through analysis and comparison, we can see that with the newly renovated 2006 “Company Law” and “Securities Law” promulgated, the legal system of corporate governance in our country can be said to be by leaps and bounds in legislation. However, in-depth study, it is not difficult to find that its major progress Or the legislative spirit and value orientation, many restrictive provisions have been abolished and some new systems have been introduced. However, due to the imperfect introduction of the new system and the factual differences with the specific conditions of our country, the inherent rationality of these legal systems There are some problems with practical operability, and their effectiveness is greatly reduced.