The System of independent directors of listed companies is a very advanced management system which introduced from foreign to china in recent years. How can incentive the independent directors to make better business decisions for the company and put forward ideas to play a good "politics" is very important. Although the incentive mechanism of China's independent directors is constantly improved, but there are so many problems , such as lacking independence,the inspire model is too single , lacking of incentive pay, the incentive of reputation is not strong enghou and the right to select and so on are seriously affected the independent directors’ passion to participate the political activities . The reasons for these problems are mainly related to the selection system, eva luation system, legal system and cultural system is not perfect, and has yet not to form an effective manager of the market. Therefore, we should get a clear understanding of status quo of China's independent directors and make a careful analysis of the causes of insufficient incentives so as to deepen understanding.on the basic of learning from foreign countries’ effective incentive model of independent directors we should increasingly innovate and take actions about the pay, reputation, control, options, insurance defense mechanisms and aspects of the mechanism so as to improve the incentive mechanism of independent directors to establish a set of independent director incentive system which has chinese characteristic so that our can promote enterprise development in further.