| The construction of board is the core element of a state-owned enterprise (SOE) governance reform. An excellent board means a great company. In the past 30 years of reform and opening-up practice, the construction of board in SOE has experienced a difficult way from start through growth, removing, re-experiment to a broad application. The board construction in Wholly State-Owned Company (WSOC) is aimed at correcting the errors and flaws in board foundation and management in past times, enhancing the role of board of directors in the company governance, and establishing a balancing mechanism among decision-making, executive and supervision.The research on the decision-making Mechanism of board of directors in WSOC has two aspects: research on the decision-making relations and that on the decision-making activities. The activities are basis, while the relations are conditions. This article consists of five parts as follows:1. An overview on decision-making theory. This is a general survey on the schools and present status of decision-making theory studies, and on the group decision-making theory. 2. An analysis on the features and status of the decision-making of board of directors in WSOC. Through a study on both the corporate governance in common companies and the company governance in WSOC , with an investigation on the going-on pilot practice of board of directors by the State-owned Assets Supervision and Administration Commission (SASAC), this part gives an analysis on the present status and flaws of the pilot work of board in SOE, and some comments on the External Directors System in the pilot work of board in WSOC. 3. A research on decision-making relations. This gives respective analysis on those major relations that the main body of the board decision-making in WSOC is involved, namely the SASAC, the management and the supervisor board, and explores their interactions with the board of directors. 4. A research on optimizing the decision-making activities of the board. This part is an analysis on the structure, actions and performance of decision-making by WSOC board, also an explanation with group decision-making theory on the decision-making structure, actions and performance by the board. 5. Case study. In order to prove the argument, China Railway Construction Corporation, listed in the second group of board experiment, is taken as an example.The research object in this article is WSOC in the pilot work of board of directors. On the basis of literature analysis, with methods of survey, comparison and gap analysis, this article exposes a comprehensive research on relation adjustment and rational arrangement of structure, actions and performance in board decision-making in WSOC; and further, presents some policy recommendations for optimizing the decision-making of board of directors in Chinese WSOC.(1) A diversified shareholding structure is the radical solution of such difficulties in WSOC board as internal-external balance and governance structure.(2) In terms of board construction in WSOC, because of the particular WSOC shareholding structure, it is necessary to introduce an "external governance" force in order to balance the inherent "internal persons' control" force. The systems of External Directors and the External Supervisors constitute an effective means to prevent the "internal persons' control" and the "interest introversion" and to realize a scientific and democratic decision-making of board of directors. The External Directors System and the External Supervisors System are mechanism innovation for an internal-external balance and efficiency in the board of directors in WSOC.(3) A rational structure of decision-making plays the foundation-stone role in scientific decision-making. A multiple structure of board of directors will effectively ensure the decision-making in a scientific and democratic way.(4) With regard to the setting of professional committees under the board in WSOC, the setting of a permanent committee concedes room and flaw for "internal persons' control" force, which is against the regularization of board decision-making.(5) With respect to improving the decision-making actions of board of directors, the principle should be that any major decision must be one of the optional plans, instead of a single option for approval. For those decisions concerning large investment or route of enterprise development, there must be three or more optional plans and at least one counter-plan.(6) In order to avoid group blindness and hold a board meeting of efficiency, the Chairman of Board must well guide his members. Meanwhile, the secretary of board should support and back up the meeting.(7) Creating a harmonious culture of board of directors is the supreme arrangement of corporate governance in the enterprise. Therefore, the board of directors should take the faith and obligations as the highest moral to shape a new culture of board, which should become "learning-type" by means of "five cultivations".(8) The Communist Party Commission of the corporation, with valuable traditions and practices in culture reform and connatural advantage in culture construction, may play a leading role in creating the culture of board of directors.
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