獨立董事是現代公司治理中的重要角色，那個這個角色是如何誕生的呢？

卡德伯利報告(Cadbury Report，1992):提出"獨立董事-Independent directors"的概念.
80年代，國際上幾家引人注目的大型公司相繼倒閉，根據此背景，倫敦幾家著名的從事審計和管理規范的研究機構在1992年提交了一份名為《社團法人管理財務概述》的報告，即"凱得伯瑞報告"。
該報告提出的"至佳經營準則"中指出："董事會中應有足夠多的有能力的非執行董事，以保證他們的意見能在董事會的決策中受到充分的重視。"

Cadbury Report (forerunner to the Combined Code):

"The effectiveness with which boards discharge their responsibilities determines Britain's competitive position. They must be free to drive their companies forward, but exercise that freedom within a framework of effective accountability. This is the essence of any system of good corporate governance."

"We believe that our approach, based on compliance with a voluntary code coupled with disclosure, will prove more effective than a statutory code. It is directed at establishing best practice, at encouraging pressure from shareholders to hasten its widespread adoption, and at allowing some flexibility in implementation. We recognise, however that if companies do not back our recommendations it is probable that legislation and external regulation will be sought to deal with some of the underlying problems which the report identifies. Statutory measures would impose a minimum standard and there would be a greater risk of boards complying with the letter, rather than with the spirit, of their requirements."

Following the many governance failures, as noted above, Sir Adrian Cadbury was asked to investigate the British corporate governance system and to suggest improvements to restore investor confidence in the system.

The final report set out recommendations on the arrangement of company boards and accounting systems to mitigate governance risks and failures.

Rather than taking a statutory route, the report recommended a principles-based approach supported by "comply or explain".

The main recommendations were:
the appointment of NEDs;
an audit committee to oversee greater control of financial reporting; and
the separation of the role of the chair and chief executive.