企业家自己或者请咨询公司治理制度是否符合自己企业，除了企业家自己或者请咨中用起来成本小、收益大这个判断标准之外，还要看这种制度是否满足使有这种制度是否满足了个人理性约束和激励相容约束这两个条件。个人理性约束和激励相容约束是经济学中是否能对经理人进行有效股权激励的重要标准。

Entrepreneurs themselves or ask for advice on whether the corporate governance system is in line with their own enterprises. In addition to the judgment standard of small cost and large profit used by entrepreneurs themselves or in consulting, it also depends on whether the system meets the two conditions of personal rational constraint and incentive compatibility constraint. Individual rational constraint and incentive compatibility constraint are important criteria for effective incentive to managers in economics.

个人理性约束，又叫参与约束。其目的是为了使投资者愿意投资，经理人愿意成为投资者的代理人。也就是说，投资者和经营者出于自身利益的考虑，愿意结合起来组成一个企业。这就需要企业的制度设计中有个合理的利益分配机制，使得出资人愿意出钱，经理人愿意努力干。

Personal rational constraint is also called participation constraint. Its purpose is to make investors willing to invest and managers willing to be investors' agents. In other words, investors and operators are willing to combine to form an enterprise for their own interests. This requires a reasonable benefit distribution mechanism in the enterprise's system design, so that the investors are willing to pay and the managers are willing to work hard.

激励相容约束，即如何使经理人积极地工作，并对自己行为负责。激励相容有两层含义。，在人性私的情况下，经理人的行为会按自利的规则行为行动，这时就需要公司治理制度使得经理人追求个人利益的行为，正好与企业实现集体价值大化的目标相吻合。

Incentive compatibility and constraint, that is, how to make managers work actively and be responsible for their own behavior. Incentive compatibility has two meanings. First of all, in the case of human selfishness, managers will act according to the rules of self-interest. At this time, the corporate governance system is required to enable managers to pursue their own interests, which coincides with the goal of the enterprise to achieve greater collective value.

也就是说，在这个约束条件下，老板想要得到的结果须符合经理人的利益，经理人是在大化自己利益的基础上为企业家努力的，违背经理人的意愿将得不到优的结果。

That is to say, under this constraint, the results that the boss wants to get must be in line with the interests of the manager. The manager works hard for the entrepreneur on the basis of maximizing his own interests, and will not get optimal results against the will of the manager.

其次，制度设计一定要使得股东愿意监督经理人。这一点看起来天经地义，哪个投资人不愿意监督经理人以保护自己资金的安全?但现实生活中并不一定是这样，比如，从法律的角度来看，一个人只要买了上市公司的股房他就是这上市公司的股东。

Secondly, the system must be designed so that shareholders are willing to supervise managers. This seems to be justified. Which investor is unwilling to supervise the manager to protect the safety of his capital? However, this is not necessarily the case in real life. For example, from a legal perspective, a person who buys the stock house of a listed company is a shareholder of the listed company.

但是有多少股民参加过公司的股东大会?有要家上市公司会通请它的股民参加股东大会?如果邀请了，有多少殷民愿意参加?这主要是因为我国的资本市场在制度设计上存在着很大的问题，股民的物道有产法也及有股设性在国管企业的大股东相经理人、也不关心企业实价值增长,只关心一些所谓的“内幕”消息，从而决定买卖自己手里的股票。我国的股票市场如果不从制度设计角度解决测激励相容约束的问题，将只是一个投机市场。

But how many shareholders have participated in the company's general meeting? Is there any listed company that invites its shareholders to attend the general meeting of shareholders? If invited, how many Yin Min would like to participate? This is mainly because there are big problems in the system design of China's capital market. The material property law of shareholders and the large shareholders of state-owned enterprises, like managers, do not care about the real value growth of enterprises, but only care about some so-called "insider" information, so they decide to buy and sell their own stocks. If China's stock market does not solve the problem of compatibility and restraint of measurement incentives from the perspective of system design, it will only be a speculative market.

激励相容约束对于非上市公司的制度设计也是非常重要的。比如，现在非上市公司非常热表于给子经理人股权激励，这本身是件好事情，但一定会取得好的效果吗?这就要看方案本身是一个分钱方案还是一个公司治理制度。

Incentive compatibility and restraint are also very important for the institutional design of non listed companies. For example, non listed companies are now very keen to give equity incentives to their sub managers. This is a good thing in itself, but will it certainly achieve good results? This depends on whether the scheme itself is a money sharing scheme or a corporate governance system.

经理人在得到股权激励后，其身份就变成了股东和经理人双重身份，但是如果经理人只是惦记着在锁定期后将所得股份急于套现，那么这种方案并不是一个股权激励方案，只是一个分钱方案而已。股权激励作为公司治理的一种重要手段，其方案设计一定要使得经理人得到股份之后，能够像老板一样关心企业发展，把自己当成企业的主人，这样的方案才是一个典型的公司治理制度。

After receiving the equity incentive, the manager's identity becomes the dual identity of shareholder and manager. However, if the manager only wants to cash out the shares obtained after the lock up period, then this scheme is not an equity incentive scheme, but a money sharing scheme. As an important means of corporate governance, equity incentive must be designed in such a way that managers can care about the development of the enterprise as well as bosses, and regard themselves as the owners of the enterprise after they get shares. Such a scheme is a typical corporate governance system.

因此，我们可以将是否满足个人理性约束和激励相容约束这两个条件作为判断公司治理制度是否有效的重要标准。公司治理可以理解为企业的所有利益相关者之间的一组合同安排。-个有效的公司治理制度须满足个人理性约束和激励相容约束的条件下大化企业的总价值，须是一个多赢的制度安排，不可能通过对方的损害使得另一方牟利。因为这些合同是自愿签订的，如果存在着对某一方的损害，受损害的一方可以退出。您对此有怎样的想法或者需求可以来我们网站http://www.guquanzhanlue.com咨询吧！

Therefore, we can judge whether the corporate governance system is effective or not by meeting the two conditions of individual rationality constraint and incentive compatibility constraint. Corporate governance can be understood as a set of contractual arrangements between all stakeholders of an enterprise- An effective corporate governance system must meet the conditions of individual rational constraints and incentive compatibility constraints to maximize the total value of the enterprise. It must be a win-win institutional arrangement, and it is impossible to make the other party profit through the damage of the other party. Because these contracts are signed voluntarily, if there is damage to one party, the injured party can withdraw. How do you think or need about this? Please come to our website http://www.guquanzhanlue.com Consult!