Abstract The aim of a company¡¦s legal system is to harmonize the conflict interests among stakeholders for pursuing the company¡¦s maximum value. However, in the recent years, we have seen that a lot of enterprises happened abuses one after another. Securities authority and investors therefore deem the corporate governance necessary to enhance. Facing the insufficiency of corporate governance, Taiwan added the Articles 14-2, 14-3, 14-4, 14-5 of Securities and Exchange Act when the Act was amended in January 2006. These added articles introduced the system of independent directors, but they caused the disputes in the domestic industries and academic circles. This article is trying to find the ways of improvement for each problem in order to promote the efficiency and competence of independent directors, as well as induces the following major conclusions and suggestions. 1. Conclusions (1) The topic of independent directors is still a difficult issue. (2) It has to meet six elements for promoting the efficiency and competence of independent directors. They are: a. independency; b. professional and time input; c. proper incentive of monitor and control; d. freely acquire the needed data and information for monitoring and controlling; e. economic cost of monitor and control, or efficient monitor and control; f. adequate limits of authority for controlling and balancing. (3) Only legal system and honest and trusted operation are working at the same time, can the efficacy of corporate governance be brought into fully play. (4) The fulfillment of corporate governance needs the implement of all members in the company. 2. Suggestions (1) The facet of legal regulations: a. amend the Article 27 of Company Law; b. independent directors occupies 50% of the number of all board directors; c. the shareholders with holding rate less than 1% in the company are elected as independent directors. (2) The facet of systems: a. whether the company sets up the independent directors or not is the company¡¦s free selection; b. the solutions or opinions of the independent directors for the items on the agenda should be bulletined on the Market Observation Post System and the company¡¦s website; c. appropriate rewards; d. compelling standards for setting up other functional committees.