Governance structures within state-owned enterprises (SOEs) play a critical role in their performance and alignment with broader economic goals. This article employs a qualitative approach to review existing literature and theoretical frameworks relevant to governance structures in SOEs. No empirical data are used as this paper focuses on developing a conceptual model. The theoretical framework highlights the importance of balancing stakeholder interests to ensure effective governance in Zambian SOEs. Recommendations include fostering a more inclusive board composition, aligning director incentives with broader organisational goals, and improving transparency in decision-making processes.