| Accession of independent director into corporate governance cannot only improve the corporate governance, monitor management independently, slove the insider- controlled problems, but also prevent the big stockholders from controlling the company and hence making against the outside shareholders. Research on motivation mechanism of Chinese listed companies will promote performance of independent director.Firstly, on the basis of incentive compatibility and information disclosure theory, The paper analyse motivation mechanism of corporate governance. Then, on the basis of principal-agent , it analyse relationship among independent director, directorate and corporate governance,and analyse independent director function and characteristic. To summarize, generalized motivation mechanism for independent director include reputation, salary, legal duty, venture, power, market.Secondly, The paper analyes actuality and matter about motivation mechanism of Chinese listed companies. To summarize, it is related that presence of "personality director", "vase director", "absence", "demission" and independent director motivation mechanism absence. reputation is distorted; salary is manipulated; legal duty is ambiguous; venture is not eluded; power is weaken; market is absence.Specially, case analysis is adopted. Ulteriorly case testify main matter of motivation mechanism.Whereas, fixed allowance is the major way to stimulate independent director in Chinese listed companies. It is just time to issue listed companies yearly report. A experience analysis is used to research variable to affect allowance amount .With regression analysis, it is conclusion that the allowance of non- independent director, the size of asset, locus and industry of corporation will affect payment for independent director. Finally, The paper lists suggestion about improve the motivation mechanism for independent director on the basis of stated theory and experience analysis. |