摘要:The mode of deferential review on directors' management decisions coincides with the requirements of adaptive efficiency, being conducive to encouraging directors' tentative experiments. However, under the rule of business judgment, directors' accountability requires for onerous burden of proof on the plaintiff, and the formal review of directors' decisions and the uncertainty of the standard of care have rendered the duty of care almost an empty shell, and consequently the unfaithful conducts of directors between gross negligence and malice are always at large. The good faith path is not only a mechanism to fill the gap of accountability but an important mechanism to overcome the information asymmetry between shareholders and directors. The judicial practice of directors' accountability in the 1990s produced a good faith path, and the good faith concept has been rejuvenated with creative changes, the standards of conducts become clear with the increasing operability of judicial reviews. In China, the standards on fiduciary conducts can be defined by the judicial interpretation of the Company Law, so as to incorporate such misconducts as intentionally causing the violation of law by company, failure to disclose candidly, abuse of power and gross disregard of responsibilities, hence inducing the good faith path to accountability.%董事经营决策的尊重审查模式契合了适应性效率的要求,有利于鼓励董事进行尝试性试验.但是,在商事判断规则下,董事问责需原告负担严苛的举重责任,董事决策审查形式化及注意标准的不确定性,使得注意义务几乎被掏空,介于重大过失与恶意之间的董事失信往往逃脱法律责任.诚信路径不仅是问责空隙的填补机制,也是克服股东与董事之间信息不对称的重要机制.二十世纪九十年代以来,董事问责的司法实践催生了诚信路径,诚信概念亦因创造性转化而获得新生,其行为标准日益明晰,司法审查可操作性增强.中国可通过公司法的司法解释界定诚信的行为标准,将故意让公司违法、不坦诚告知、滥用职权和严重失职纳入其涵摄范围,从而引入诚信问责路径.