Board members wanted - old boys need not apply But proposals to broaden the board game may put new players in the hot seat.

WOULD you like to be a director of a FTSE company? It sounds good, doesn't it? A meeting maybe once a month and a nice lunch afterwards. Think you could do it? Well, you might be in with a chance. But beware: there is more to the job than meets the eye - including the risk of litigation if things go wrong.

The latest review of the way companies are run came from Derek Higgs, a senior adviser to UBS Warburg, earlier this year. Among other things, he criticised the "old boy network" through which top companies choose the people to oversee them. He noted that some board members held multiple directorships (he should know: he himself has half a dozen), and recommended that more people should come forward to become non-executive directors, to spread the load and widen the gene pool.

Non-execs are supposed to bring an independent view to the business, and exert a steadying influence on the rest of the board. They do not have a part in the day-to-day running of the company, as the executives do, but they are expected to bring extensive business experience and contacts with them. Mr Higgs recommends that at least half of each board should be made up of non-execs.

He also recommended far closer scrutiny of those serving on boards: they should serve a maximum of two three-year terms, be assessed for effectiveness once a year, and should have closer relationships with major shareholders. It has been alleged that corporate scandals, such as Enron in the US and even the collapse of Equitable Life in this country, might have been averted with greater vigilance by non-executive directors.

It all sounds ideal - but will it work? Christine Farnish, chief executive of the National Association of Pension Funds (NAPF), said: "A great deal of this report builds on existing best practice. By boosting the role of independent non-executive directors, the proposals will make UK boardrooms more accountable to investors, and encourage non-executives to ask the sort of challenging questions that in the past may not have been asked - let alone answered."

But Mary Long, head of executive coaching company Inspirational Development Coaching, which advises senior management of FTSE 100 companies, said: "I have no idea where all these people will come from. The role of a director is changing and involves more responsibility and culpability. Many directors now are semi-retired and from different walks of life. They join lots of boards and have an ambassador role between them.

"If the number of non-executives is to be extended, then they are going to have to come from the working population, who have full-time jobs. I don't know how they will do it. I certainly wouldn't fancy it.

"If we start bringing in inexperienced people, then they are going to have to be trained. The danger is they will become inducted into the company and its culture - and so will be far from being independent.

"If they have a policing role, as a shadow board to check up on what the main board is doing, they will slow the whole decision-making process down. This will be far worse for British business than the potential of an Enron happening here."

Setting aside such macroeconomic considerations, what should you do if you think you could be a non-executive director (NED)? First, you could look in the newspapers. Recruitment firm Odgers Ray & Berndtson (http://www.odgers.com/) recently advertised in the national press for people who thought they could become NEDs and is conducting an ongoing recruitment process.

Chief of staff Iain McNeil said: "We are collecting the CVs of suitable potential NEDs, as well as those with current experience. This is in order to create an enlarged NED register from which we can find the very best people to join public company boards following the Higgs Report. We expect there will be significant demand going forward, and we will endeavour to carefully match people to client requirements."

There are a number of websites that also try to fulfil this role. Peter Coppard, managing director of Net Resource Services, runs the recruitment website http://www.nonexecutivedirector.co.uk/. He claimed: "Studies have shown companies benefit significantly from having independent, non-executive directors on their boards. Our mission is to enable organisations, both large and small, to recruit suitable experienced non-executive directors to their boards."

Directorbank (http://www.directorbank.com/) specialises in placing non-executive directors into private equity/venture capital-backed companies, but also looks for opportunities for non-executive directors in private and publicly listed companies. Sarah Grunewald, director in charge of NED search, said: "We only consider people with main board experience and concentrate on delivering shareholder value.

"We will not recommend someone unless we can see that they have delivered shareholder value. It is not sufficient to say that they have sat on a main board that has never got into trouble."

A number of building societies have also been seeking non-executives from outside the usual area. Last year Nationwide advertised for a non-executive for its board. Yorkshire and Britannia are in the process of appointing non-executives, whom they have located via public advertisement and executive search. Hinckley and Rugby is soon to recruit a non-executive from among its members.

So, getting down to brass tacks, how much would you be paid? It will depend on the size of the company and what you are asked to do. The average pay for a board position with a large company is about pounds 35,000 a year. A small company would possibly pay between pounds 15,000 and pounds 20,000. Nationwide advertised its board position at pounds 30,000. Smaller companies, particularly start-ups, may pay nothing, but you could have a profit-sharing deal once they start to make money.

What do you have to do for your money? You have to show a degree of skill and care in your work; you must act in the best interests of the company, and carry out obligations that the law imposes on the company under the Companies Act.

Legal liabilities can emerge years after the events concerned. The directors of Equitable Life years before the collapse are now faced with the possibility of being sued for their personal assets. Mr Higgs does, however, propose that the prospective liabilities of non-executive directors should be limited, because they have less detailed knowledge of the company's affairs than executives. He also recommends they should be covered by appropriate directors' and officers' insurance.

Directors can be liable for areas such as health and safety, issues arising out of corporate restructuring and employment procedures.

Stuart Quinlan, UK business manager of Profin, a specialist division of Royal & Sun Alliance, said: "The need for directors and officers' liability insurance has become essential. Ever-increasing legislation, both domestically and worldwide, means the possibility of legal action against directors and officers is escalating and their personal liability can be unlimited.

"Claims may be brought from any one of a number of different sources - including shareholders, creditors, competitors and employees."