Abstract:independent director system is a very crucial part in corporate governance structure ,but since it was introduced into our country ,it has not taken the expected effect. One important reason is that independent director is at a disadvantaged position in the game between independent director and senior manager in public company. So it is very necessary to build the game model between them through the basic game theory, and then to find the main factors why independent director hard to play effectiveness in corporate governance, and last to point out the advices to the questions. This research believes that the main points why independent director hard to play effectiveness in corporate governance are the cost of independent director exerciser related functions is so high , the honor motivation of their related behaviors is a little weak and the effort of investigation and prosecution to the behaviors of independent director and senior manager is a little vulnerable, so it is must to take concert measures to the questions.