独立董事作为一种对公司治理结构的有效补充,在国外起到了一定作用。我国现在也在借鉴其对上市公司的作用,发展独立董事制度。可是由于各方面的原因,产生了不少的问题,如独立董事被当作“花瓶”、独立董事难以发挥作用,独立董事的聘任、付酬、决策监督、决策责任等问题。针对这些问题,本文探讨通过独立董事行业协会制度来解决的方案;即建立独立董事行业协会,由协会负责对独立董事的人选进行考核、选拔,再赋予其相应的权利;公司在聘请独立董事时也要遵循协会规定的程序,从而使我国独立董事制度化、职业化。 Independent directors, as an effective complement to the corporate governance structure, have played a certain role abroad. At present, our country is also learning from its role in listed companies and developing an independent director system. However, due to various reasons, many problems have arisen. For example, independent directors are regarded as “vases”, independent directors find it hard to play their role, appointment of independent directors, payment of remuneration, decision-making oversight, and decision-making responsibilities. In view of these problems, this article explores the solutions to be solved through the system of independent director associations; that is, establishing an independent director association, which is responsible for assessing, selecting and reelection of independent directors, and giving corresponding rights to the independent directors; We must also follow the procedures stipulated by the Association so as to institutionalize and professionalize our independent directors.