引言作为完善我国上市公司、基金公司法人治理结构的一项重大举措,独立董事在证监会的强制性要求下正走上前台。独立董事制度肇始于英美,在我国则刚刚起步,尚处于尝试和探索当中,有关独立董事的选任、职权、义务、责任等方面的规定还有不尽细致、妥当之处。实践中,有些上市公司虽然已经聘请了独立董事,但其作用往往流于形式,并没有达到设立这一制度的目的。在此情况下,独立董事制度的完善已成为一个摆在我们面前不容忽视而 Introduction As a major measure to improve the corporate governance structure of listed companies and fund companies in China, independent directors are now on the forefront under the mandatory requirements of the CSRC. The system of independent directors originated in the Anglo-American countries. In our country, however, it has just started. It is still under trial and exploration. There are still many detailed and proper provisions on the election, authority, obligations and responsibilities of independent directors. In practice, although some listed companies have hired independent directors, their role is often mere formality and has not reached the goal of establishing such a system. Under such circumstances, the improvement of the system of independent directors has become an issue that can not be ignored before us