Abstract: On the assumption that between independent directors and shareholders were agency relationship, three variables including independent directors' moral level, individual ability, information transmission mechanism were introduced which were based on the corporate governance mechanism allocation of powers, counter balance and the theory of incentives. Independent directors were risk neutral, then the company revenue maximization was equivalent to the effectiveness maximization of independent directors. All the shareholders made agreement on the selection of independent directors. Managers would damage the interests of shareholders without supervision of council. Independent directors were economic-beings that would maximize their own effectiveness. The mathematical models of operational mechanism were built by using output function, cost function and profit maximization. Through the analysis on mathematical model the result of Chinese independent director system operational mechanism was explained and tested.

Key words: Independent directors , Operational mechanism ,  Mathematical model

摘要： 在权力配置、制衡与激励理论的基础上,假设独立董事和股东之间存在委托代理关系,引入了独立董
事个人能力的高低、信息传递机制、独立董事的道德水平3个变量。假设独立董事是风险中立者,则公司收益最大化
等价于独立董事效用最大化;全体股东对于独立董事的选聘问题能够达成全体一致;经理层在没有监督的情况下会
损害股东利益;独立董事是经济人,即以自身效用最大化为行为目标。利用产出函数、成本函数以及利润最大化等
相关知识构建了独立董事制度运行机制的数理模型,通过对数理模型的分析,解释并检验了中国独立董事制度运行
机制的效果。

关键词: 独立董事 , 运行机制 , 数理模型