Abstract: In the field of science-based innovation, science-based enterprises bear the mission of commercializing fundamental scientific achievements while concurrently engaging in supplementary research, becoming a tangible driving force for advancing economic and social development. Constructing internal governance mechanisms for science-based enterprises has become a key factor in nurturing innovation capabilities. This paper employs a case study method to systematically explore issues such as the formation logic of internal governance mechanisms, the construction of governance functions, and the expansion of governance boundaries. The discussion encompasses the coupling mechanisms of internal and external factors, leading to the extraction of a theoretical model for internal governance mechanisms of such enterprises. In terms of sample selection, adhering to the principles of representativeness and theoretical sampling, this paper chooses firms listed on Sci-Tech innovation board (STAR Market) that are engaged in the “scientific research and technical services” industry. Subsequently, it further selects biopharmaceutical firms involved in research and experimental development. Through a review of corporate materials, five firms are identified that are engaged in the transformation of basic scientific achievements while concurrently conducting supplementary scientific research. This paper encodes case data in three steps, forming a data structure consisting of first-order constructs, second-order themes, and theoretical categories. Based on this data structure, the paper proposes propositions, discusses the operation of science-based corporate internal governance mechanisms, and ultimately presents a model of coupling mechanisms in internal governance. The study reveals that the dominant logic in the formation and development of governance mechanisms for scientific-based enterprises is centered around “emphasizing original innovation and breakthroughs in core technologies”. In terms of configuring the talent pool for innovative research and development, the core leadership team is centered around individuals with a “scientific background”, supported by an innovative research and development team. Regarding personnel incentive mechanisms, a combination of “short-term compensation incentives” ensuring market competitiveness and “long-term equity incentives” with binding effects is adopted. In the equity arrangement mechanism, a hybrid equity model involving “long-term oriented strategic investors” and “scientists holding significant control rights” is implemented. Furthermore, the governance boundaries are blurred, with diverse governance entities such as “universities, science parks, government, and customers” expanding the governance boundaries of these enterprises, leveraging the coupling effects of internal and external governance mechanisms. The main theoretical contributions of this paper are as follows. Firstly, the paper elucidates the “dominant logic” of science-based corporate governance mechanisms, contributing to an understanding of the cognitive foundation and behavioral logic in the formation process of these governance mechanisms. This fills a gap in previous literature, which only focused on the external behavioral manifestations of such corporate governance mechanisms. Secondly, the paper goes beyond the analysis of the impact of team heterogeneity on firm performance and systematically explores, from a governance function perspective (personnel team configuration mechanisms, incentive mechanisms, and equity allocation mechanisms), how to build a talent pipeline for innovative R&D, how to motivate employees, and how to establish a long-term oriented equity structure. Taking a systemic approach emphasizes the coupling mechanism between personnel configuration, personnel incentive, and equity allocation, highlighting their impact on the innovation governance logic of such enterprises. Thirdly, from a resource dependence perspective, the paper discusses how science-based enterprises can incorporate external governance elements into internal governance functions, fully leveraging the coupling mechanism of internal and external factors on innovation goals. To sum up, this paper enriches and expands the research framework for internal governance of science-based enterprises, providing valuable reference for the construction of theoretical models and management practices for internal governance under the Chinese context.

摘要： 基于科学的企业承担着基础科学成果的商业化使命，同时做一些补充性研究，成了推动经济社会发展的现实动力。如何构建基于科学的企业的内部治理机制成为该类企业培育创新能力的关键。本文运用案例研究方法系统探讨了基于科学的企业内部治理机制的形成逻辑、治理功能构建以及治理边界拓展等问题，讨论了内部外因素的耦合机制，提炼了该类企业内部治理机制的理论模型。研究发现，基于科学的企业治理机制的形成和发展的“主导”逻辑是“注重原始创新，突破核心技术”。在创新研发人才梯队配置上，以“科学背景”领导团队为核心，以创新研发团队为支撑；在人员激励上，采取具有保障效应的“短期薪酬激励”和具有绑定效应的“股权长期激励”；在股权安排上，采取“长期导向战略投资者”和“科学家控股”的混合股权模式。其治理边界模糊化，“高校+科技园+政府+客户”等多元素治理主体拓展了该类企业的治理边界，发挥内外部治理机制协调互动的耦合效应。本文丰富和拓展了基于科学的企业内部治理的研究框架，对构建中国情境下基于科学的企业内部治理理论与管理实践提供参考价值。