本文以董事会伦理为逻辑起点,分析以公司治理目标为导向的董事会运行机制理论研究,深入探讨了上市公司在独立董事作用下所暴露出来的治理模式缺陷,最后在建立公司治理过程运行框架的基础上论述了我国在伦理视角下如何改善公司治理困境。 Based on the logical starting point of board ethics, this paper analyzes the theoretical research of the operating mechanism of the board of directors, which is guided by the goal of corporate governance, and probes deeply into the defects of the governance model exposed by listed companies under the function of independent directors. Finally, based on the establishment of the operating framework of corporate governance It discusses how to improve the dilemma of corporate governance in our country from the perspective of ethics.