积极义务为董事必须作为而不能不作为的义务。反之,不仅被视为渎职,而且要承担相应法律责任。董事的积极义务主要体现在两方面。善管义务善管义务是指董事要象普通谨慎的人在相似情况下给予合理注意一样,机智谨慎和克尽克俭地管理公司事务。这里所说的“合理注意”是指董事在处理公司事务上,应给予的注意程度只需相当于具有同样学历及经验的人处理自己事务时一样的注意程度。从上述定义可以看出,检查或者衡量董事是否履行善管义务的标准有二:一是主观标准即董事在主观(思想品质)上,对待公司事务要象对待自己的 Positive obligations are obligations that directors must act as and not. On the contrary, not only as a dereliction of duty, but also bear the corresponding legal responsibility. The positive obligations of the directors are mainly reflected in two aspects. Good governance obligations Good governance obligations means that directors, like ordinary cautious individuals, should give due care in similar circumstances, be prudent and cautious in managing corporate affairs. The “reasonable care” mentioned here means that the director should pay as much attention as he or she should do in the affairs of the company, to the same degree of attention paid by those who have the same academic qualifications and experience. As can be seen from the above definition, there are two criteria for checking or measuring whether directors fulfill their obligations of good governance: First, the subjective standard is that directors should treat themselves as the subjective (ideological quality)