关键词: 独立董事, 逆淘汰, 监督职能, 演化博弈

Abstract: The original intention of introducing the independent director system in China is to enhance the governance effect of listed companies, and to realize the supervision of the illegal behaviors of controlling shareholders and insiders. However, due to the imperfection of the appointment and removal mechanism, salary incentive mechanism and reputation mechanism, it is found that the group of independent directors has the phenomenon of “bad money expelling good money” in practice.Starting from the formation process of the adverse elimination of independent director market, this paper establishes the evolutionary game model of independent director group decision-making, and deduces the strategy selection process of independent director group from due diligence supervision to perfunctory supervision.Through the analysis of this evolution process, the root of the adverse elimination is clarified, and it is found that under the current corporate governance environment in China, the adverse elimination of independent directors is an inevitable phenomenon.In order to improve the supervision function of independent directors, we should first improve the appointment and removal mechanism of independent directors, increase the voice of small and medium-sized shareholders in the selection process of independent directors; secondly, we should establish a scientific and effective reputation reward and punishment mechanism and salary mechanism of independent directors; finally, we should appropriately reduce the liability insurance limit of independent directors.

Key words: independent director, reverse elimination, supervision function, evolutionary game