Abstract:Through the acquisition of 34 listed companies of general machinery manufacturing sector in shenzhen A shares in China, the relationship between the independent director and the rights and interests of minor shareholders is empirically analyzed. It suggested as follows: independent directors can effectively participate in corporate governance and protect the rights and interests of minor shareholders by improving the absolute and relative number of independent directors; we must further standardize the relevant provisions of the independent directors in order to improve the independent directors’enthusiasm of participating in corporate governance;there is no significant inverted U-shaped relationship between the remuneration level of independent directors and the protection of rights and interests of minor shareholders, the independent directors’income, which served as the independent directors, is only a small part of the total income, salary incentive does not have a significant impact on exercising, they may care more about their reputation, it is recommended to establish reputation incentive mechanism of independent directors.