引言信义义务作为现代公司法的核心制度之一,已超越了法系的界限,为越来越多国家的立法所接受。我国2005年修订的公司法中明文规定董事、高管对公司负有勤勉义务和忠实义务,并对忠实义务的内容作了列举式的规定。董事、高管是职业的公司事务决策人,负载于公司之上的股东的利益取决于董事、高管的奉献和敬业。公司法在赋予董事、高管权力的同时,更应当通过完善的义务和责任体系来督促董事、高 Introduction Lutheran obligation, as one of the core systems of modern company law, has gone beyond the limits of legal system and accepted by more and more countries. China’s 2005 revised company law expressly provides that directors and executives shall have due diligence and faithful obligations to the company and enumerate the contents of their loyalty obligations. Directors and senior management are professional corporate affairs decision makers. The interests of shareholders who are placed on the company depend on the dedication and dedication of the directors and senior management. While giving the powers of directors and executives, the company law should supervise and urge directors and supervisors through a sound system of duties and responsibilities