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1.Independent Directory System is Not Suitable to the Model of Corporate Governance in China
The system of independent director is developed in American in the existing frame of corporate governance—one-tier system —to solve the problem of “insider control” in order to protect the shareholders, thus new system developed, but not destroy the existing system which is proved to be suitable to the firms in American. So the system of independent corporate is the only choice under the existing system. （15）But the introduction of the system of corporate governance into China will cause the overlap even the conflict of the supervisory board and the independent directors (HAN ZHIGUO, famous economist )（16） , since the supervisory organ has been existed in the corporate governance in China.
2. China is lack of the basis because of the concentration of shares.
The independent director system should be built on the revolution of shares,（17）which resulted in the scattering of the shares. It is necessary to emphasize that this even the largest share is not large enough to control the assemble shareholders meeting, which can ensure that the election of the board of the directors won’t controlled by the large shareholders who want to elect the ones who will behave on behalf of their own at price of the other shareholders. And the consequence is that the independent directors elected will represent all the shareholders not only the large holders. The independent directors can truly independent without special interest relation with some respective shareholders. Some practices also shows that in China, most independent directors are nominated by the large shareholders. (LI YINING)（18）
From the analysis of the structure of shares in China mentioned in Section Two, we can draw a conclusion that the structure of the shares in China will be the hinder of the independent director system since they are lack of the basis—scattering shares. Although the introduction of the independent director system perhaps can solve the problems of the publicly held corporations, but it’ s temporary and not fundamental, the problems will exist since the fundamental problems－One Dominate Share—can’t be solved by this system. However, the revolution of the corporate governance should be promoted by the managerial staff and the shareholders,（19）so without the solution of the problems－One Dominate share— the independent directors can’ taffect on the improvement of the corporate governance in the publicly held corporations. （20）
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