Since the beginning of this new century,corporate scandals throughout the world had made almost all investors lost their interests,on the same time,people put more attention to the problems of corporate governance (CG) and ethics.However,in the traditional system of CG,more attention has been focused on the formal institution arrangements as "governance structure" and "governance system".So introducing the ethics factors into the CG is to be an important element to CG and even a necessary mode to decrease the corporate scandals.On the other hand,board of directors is the core of CG,which also plays a pivotal role in the construction of the corporate governance ethics.In this paper,we seek to explore the integral relation between CG and Ethics,especially from the perspective of directors boards ethics,so can we provide a few references to perfect the actual system of CG.