Abstract: The ethical governing theory and method,are triggered from Textualism and Low of Interpretivism.The necessity of ethical governance comes from two aspects,which are failures of current governing means and advantages of ethical governance.There are four main principles,which are pursuitting excellence,fair play,good conduct and processing fluency,should be maintained,when a referee exercise discretion.Ethical governing referee discretion is an inevitable requirement of the times,and it must be based on the ruling governing means.