| Independent director system has already become an important act to improve the corporate governance condition of the listed company in our nation , it is hoped that building up an independent director mechanism can improve the listed company present condition availably, suppress listed company "internal person" controlling, the unfair connection trade and guarantee etc behaviors, which violate the small shareholder benefits of listed company, availably supervise and restrict the big shareholder. But, from 2001 our nation introduce independent director system up to now, the function of the independent director system is still subjected to widespread query. In this kind of case, it is a topic which needs urgently to solve that check up the independent director system economic result, carry on the analysis of independent director system,according to analysis result to reform and perfect independent director mechanism ,establish the corporate governance mechanism which suit to our nation, and push the modern corporate enterprise system and the healthy development of the capital market of our country.Based on the concept and theories of the independent director system this paper focus on an overall overview and comments on the domestic and international demonstration literature of the independent director system, find a new research field of the independent director system. The research method include criterion analysis and demonstration analysis , qualitative analysis and quantitative analysis, comparison analysis and conclusion analysis .These research method combining together to analyze the existent problem of the independent director system of the listed company in our country, and put forward standpoint and corresponding plan to the existent problem. Firstly , this paper analyze the existent problem of independent director system from the most basal theories, such as property theory and the nature of the enterprise theory, for an system theoretic perfectly, its function usually is ideal. The analysis shows that independent director system exists a logic antinomy theoretically, faultiness system will cause this system appear a problem during the period of carrying out. Secondly, the exterior institution environment of the independent director system is also very important, which has great influence on the function of the independent director system. It is found that there is great difference between our nation and other nations on institutional and economical environment by contrast analysis. The faultiness of independent director system and the difference of environment will affect the function of the independent director system of our nation.Then this paper study the economical result of the independent director system based on pool data of the listed company. The demonstration result shows that the independent director system doesn't improve the performance of the listed company, the function of the independent director system hasn't got full of,the independent director system still exists problem. We study the behavior of the independent director, analyze the main influence factor, adopt corresponding measure to these impact factors, perfect the independent director system continuously and promote the supervise function of the independent director system.At above background analysis and administration evidence, this paper mainly carries on the study of the independent director system from four aspects.Firstly, the relationship of the independent director and listed company shareh older is principal agent relationship essentially, therefore, this paper build a developed principal-agent model based on traditional principal-agent model. And study the incentive mechanism of the independent director ,contrast the work level of the independent director on different incentive mechanisms. It is found that the option incentive mechanism is more effective than fixed salary incentive mechanism and fixed salary plus fixed subsidy incentive mechanism, the independent director devote the most passion on his work under the option incentive mechanism, option incentive mechanism can encourage independent director work effectively, participate corporate governance positively, strengthen the degree of supervise the independent director. This conclusion also shows that only based on a reasonable incentive mechanism the independent director can participate the corporate governance actively.Reputation incentive mechanism is an important incentive mechanism which improve the independent director participate corporate governance effectively. For the agent nature of the independent director, this paper modify the executives reputation incentive model according to the characteristics of independent director based on the agent reputation incentive model, and deduce again ,then test the independent director reputation mechanism of our nation based on the data of listed company .The demonstration result shows that the human capital market hasn't the function of delivering reputation signal, the reputation incentive mechanism of the independent director in our nation is still very weak, need to be strengthened further.Secondly, the ownership structure of our nation is concentration relatively, this paper analyze the influence of the ownership structure on the behavior participated corporate governance of the independent director, for the sake of valid measure the difference of ownership structure of the listed company, this paper adopt a dumb dollar to class the ownership structure. There is an important result, the influence of the ownership structure on the independent director isn't a simple linearity relationship but U relationship, the result reflects there is substitute function between the ownership structure and the independent director system, and the influence of the ownership structure on the implement process of the independent director system can not be neglected.Thirdly, this paper study the problem of the executives accept the independent directorship , establish the cost-income model of the independent director and the home corporate .The research discovers that the number of the home company expected is usually different from the number of the independent director holds, the independent director usually accept much more independent directorship, and the company characteristics also influence the number of the independent directorship that the executices hold, the executives of the firms with growth opportunities hold fewer outside directorships than executives of firms with seldom growth opportunities. The development of the human market also influences the number of the outside directorships that the executives hold.Finally, this paper summarize the research conclusion of the independent director, and put forward the further research realm and direction of the independent director system.
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