Research on Model of Collusion-proofness Incentive Mechanism for Independent Directors

In view of the tendency that independent directors have weak function and collusion problem exists in the operation of independent directors system in China,a model of collusion-proofness incentive mechanism under the middle and small shareholders-independent director-manager structure is established and optimal contract is acquired. Based on this model, suggestions are expounded that a discriminatory reward to independent directors should be offered according to information they revealed and commitment mechanism be indispensable,in particular a high punishment to their dereliction of duty.