独立董事制度主要通过公司董事会成员结构的变化来完善公司的治理，它是西方一元制权利模式下产生的，对英美等国的公司治理起到了很大的作用。而我国进行经济体制和公司制度改革过程中，出现了像股权结构不合理、股权高度集中与所有者缺位并存、“内部人控制”、中小股东的利益缺乏保障等问题。为了更好的完善我国上市公司治理结构，中国证券监督委员会在我国上市公司董事会中引入独立董事制度。并且自2001年中国证监会正式发布《关于在上市公司建立独立董事制度的指导意见》以来，我国的独立董事制度逐步发展起来。但从这几年看，独立董事制度在我国还存在许多问题，不能发挥更好的作用。本文从独立董事制度的制度层面出发，通过研究独立董事的选聘、激励和约束制度在我国的具体情况，并在此基础探讨独立董事制度在我国的有效性，并针对我国公司制度的现状，对独立董事制度的选聘、激励和约束方面提出改进意见，进一步完善我国的独立董事制度。

The independent director system plays an very important role in countries' corporate governance such as in Britain and America, and it improves and perfects company’s government mainly through changing the structure of company’s board of directors member, it is produced under Western unified rights model. But in the process of reform our country’s economic system and corporate governance system, many questions appeared, such as the stockholder's rights structure is unreasonable, the stockholder's rights high take on high degree of concentration and owner vacancy coexisting, “the insider controls”, the lack of small shareholder's benefit and so on. In order to better and consummate the structure of our country’s listed companies, China Securities Regulatory Commission regulator requires the listed companies of our country to set up the independent director system. Since the instruction of setting up independent director system in the listed companies was issued in 2001, the independent director system has begun to develop in our country progressively. But observed from these years, the independent director system also has many problems, and it cannot play a better role in our country’s economic reform. This article embarks from the independent director system, through the special and detailed research on independent director's system of recruit, incentive and constraint in our country's, this thesis is expected to make the discussion on the effectiveness of independent director system in our country. At last, the thesis puts forward some proposals to polish the part of recruit, incentive and constraint of independent director system in order to better the present situation of our country’s Corporation System and further polish the consummates of our country's independent director system.