Abstract: This article started from the conception and difference between corporate governance and structure, analyzed the features of modern corporate governance, then objectively assessed the current problems of Chinese corporate government which led to managerial out of control problems, combined with the real update case study just like "SanLu". The article concluded with the operational suggestion through analyzed the reasons in depth. This article not only has a strong theoretical introduction, but also has a great practical significance on China corporate governance completion and managerial control ability improvement.