Incentive arrangement is to have a confl ict of interest in order to solve the principal-agent relations， managementisalignedwithshareholders'interests.Atthesametime，stockmayalsoresult inthemanagementof opportunistic behavior，namely through the surplus management，dividend policy，investment and financing decisions impact performance and stock price，the direction of making it to their own advantage. Strengthening internal and external oversight，guarding against negative ef ects of incentive and constraint，is integral and important link in promoting the construction of stock right incentive system，including in particular: one is the optimal corporate governance structure；the second is to enhance the ef ectiveness of our stock market three breedingmanagermarket. Stocklistedcompanies insuchinternalinstitutionalarrangements requireanexternal set of institutional arrangements to support in order to function ef ectively. External supporting institutional arrangements will af ect management's expected to af ect the behavior of management choices，so as to better managementof thereductionandpreventionof opportunisticbehavior.