分类管理下的现代学校制度是协调民办学校内部和外部关系的制度安排。建立健全民办学校独立董事制度，契合现代学校制度建设和民办学校法人治理的需要，是助力破解民办学校法人治理中办学失范、效能不高、公益不足、公信力不够等难题的有效途径。本研究在民办教育新法新政中关于探索建立独立董事制度和鼓励非营利性民办学校根据需要设立独立董事的原则性规定的指引下，聚焦我国民办学校董事会及外部董事的制度与实践诉求，参考与借鉴域外私立学校董事会外部董事和上市公司董事会独立董事的制度经验与启示，尝试构建我国民办学校独立董事的基本规则体系，直接回应分类管理新阶段教育与社会对民办学校内在办学、治理的诉求和外在公益、公信诉求的关切，有效促进民办学校办学规范化、治理专业化、强化公益性、增强公信力。建议教育部制定《关于在非营利性民办高校建立独立董事制度的指导意见（试行）》，在非营利性民办高校中强制引入独立董事制度，明确独立董事任职资格与独立性条件以及提名与选举程序的基础规则，界定独立董事特别权利、义务与责任的核心规则，设计独立董事职权行使与职责履行内容与程序的关键规则和强化独立董事职权行使与职责履行条件保障的根本规则，同时明确非营利性中小学、幼儿园，以及学历性的营利性民办学校（学历性）参照适用本意见。

The modern school system in classified management is the institutional arrangement to coordinate the internal and external relations of private schools. To establish and improve the independent director system of private schools is in line with the needs of the construction of modern school system and the corporate governance of private schools. It is an effective approach that can solve many problems, such as the anomie of running schools, the short of efficiency, the absence of public welfare and the lack of credibility and in the corporate governance of private schools. Under the guidance of the principle of establishing an independent director system and encouraging non-profit private schools to set up it as needed in the new law and new policy of private education, this study focuses on the system of the board of directors and external directors of private schools in China and its practical demands. Drawing on overseas experience and enlightenment about the external directors system of private schools and the independent directors system of the listed companies, this paper attempts to construct the basic rules system of independent directors of private schools in China, and directly respond to the concern of the education and society about the school running and internal governance, external public welfare and public trust of private schools in the new stage of classified management. It is aimed at effectively promoting the standardization of running schools and the specialization of internal governance in private schools, and strengthening their public welfare and public trust. It is suggested that the Ministry of Education should formulate the "Guiding Opinions on Establishing Independent Director System in Non-profit Private Colleges and Universities (Trial)", which forces non-profit private colleges and universities to introduce a system of independent directors. The system of independent directors needs to clarify the qualifications and independence conditions of independent directors, and the basic rules of nominations and elections. It needs to establish the core rules for defining the special rights, obligations and responsibilities of independent directors, the key rules for the contents and procedures about the exercise and performance of the functions and duties of independent directors, and to strengthen the fundamental rules of the exercise of the functions and powers of independent directors and the guarantee of the conditions for the fulfillment of duties. Meanwhile, the Ministry of Education should require non-profit primary and secondary schools and kindergartens, and academic for-profit private schools (academic qualification) refer to this opinion.