Abstract:Using the unique data about the opinions of the independent directors of listed companies in China from 2005 to 2014, this paper makes an in-depth study on the influence of the negative opinions issued by the independent directors from three aspects, such as the clear regulatory bill, the non clear regulatory matters and non-tradable shares reform. The study finds that in China’s listed companies,there is a low probability of issuing negative opinions on clearly monitoring bills, which indicates that the supervision effect is greatly reduced due to the existence of the “Reverse Elimination” mechanism and the “Cronyism” board culture.At the same time,after the non-tradable shares reform, independent directors have lower probability of issuing negative opinions on motion items. In order to avoid legal risks, independent directors have relatively high probability of issuing negative opinions on specific regulatory matters. Therefore, the policy implications are regulators should strengthen the types of motions matters and inspection efforts rather than just clear regulatory matters. In addition, it is also necessary to scientifically clarify the responsibility boundary of independent directors in the decision-making of the board of directors, and clarify the legal risks of independent directors.