Abstract: Based on the principles, directions and laws of OECD, Basel Committee and China Banking Regulatory Commission on corporate governance, this paper comprehensively analyses the independence and effectiveness of board of directors of China's commercial banks. The conclusion is that the independence and effectiveness of board of commercial banks mainly depends on independence of the independent directors, on the independence of functional committee and ratio of independent directors against the members of board of directors, and that the choosing mechanism and prescription of the responsibility, right and salary of the independent directors and functional committees can work together as the basis of the independence effectiveness of the board of directors for the comical banks. The advice is that the optimal scale of the membership of the board of directors should be 11 and the ratio of independent directors against the members of the board of directors should be more than 50%.