This paper demonstrates that the agency problems within China’s statedowned enterprises (SOE) constitute the characteristics of corporate governance. It argues that the current corporatisation of SOEs in China has not improved the performance of the corporatised SOEs because it has failed to address the critical issue of corporate governance. For China, a neo-corporatist approach of corporate governance with a two-tier board structure may have advantages over a neo-liberal approach with a single board. However, the key issue is not to adopt a fixed set of governance models to copy, but to develop its institutional environment that lead to effective corporate governance.