You have to wonder who in his right mind would want to be a corporate director these days. Consider the job description: long hours, huge responsibility, poor pay, threats of lawsuits, considerable tedium, mandatory golf. Sound like fun?

Astonishingly, quite a few people still apply.

What’s the appeal? Russ Reynolds, who founded the eponymous executive search firm, and who now runs The Directorship Search Group in Greenwich, claims that “no rational human being doesn’t want the status” of being on a major corporate board. He describes it as being initiated into “the secret club of a successful enterprise.”

In his view, being on a top board provides excellent networking, broader professional experience, and a break from routine.

Having said that, he acknowledges that it is becoming harder to woo suitable candidates. Corporate CEOs want similarly engaged, knowledgeable people on their boards who have the ability and time to be truly helpful. This requires delving into the company and being willing to take on real responsibilities.

The days of snoozing boards rubberstamping long-term strategies and pay packages are long gone. The era of the professional director, who sits on seven or eight boards, is also over. Shareholders and company executives are requiring limited board memberships, and a whole new level of commitment.

What is worrisome is that the new demands may discourage talented people from serving, which will ultimately defeat the intent of today’s focus on good governance.

Today, directors must be independent – financially and emotionally. Having board members who do business with the corporation, as outside counsel or pension manager, for instance, is now frowned upon. Golfing buddies are, too.

According to Mr. Reynolds, “Humility and ethics are in; brains and accomplishment are in. Name-dropping is out.”

Directors must be willing to take on a certain amount of personal risk. The odds of a director being sued personally are still low, but they are increasing. The passage of Sarbanes-Oxley legislation and a 1995 change in SEC rules governing shareholder law suits have combined to seriously increase the liability assumed by corporate board members.

Last year, according to a publication put out by Mr. Reynolds’ group called “Directorship,” the SEC imposed penalties above $50 million 14 times. Up until that time only three penalties in the history of the agency had ever exceeded $50 million. Such levies open the door for class-action lawsuits, which are proliferating. These claims are driven especially by large institutional shareholders, who are also increasingly targeting individual directors.

Reputations are definitely at risk as well. This is not an insubstantial consideration. How many people would have been thrilled to join the board of AIG, or Enron, or any of the other highly regarded companies that are now tainted?

Moreover, responsibilities have changed, perhaps in an unrealistic manner. As of last December, Section 404 of Sarbanes-Oxley went into effect, which basically holds audit committee members and management jointly responsible not only for financial results, but for the processes and internal controls that generate the results.

It is hard to imagine that any director is going to be able to get inside the company sufficiently to personally guarantee the workings of internal controls – but that is the mandate.

Similarly, the compensation committee is charged with establishing (and justifying) how the CEO is rewarded, an area that is coming under increased scrutiny. At the same time, the board is expected to undertake a rigorous self-evaluation. In many companies today, this process includes reviewing in open session the performance of individual board members. That certainly sounds like fun.

The amount of time board members spend on their responsibilities is inevitably creeping up. In a recent survey, board members estimated that they spent 188 hours in 2004 on board matters, up from 156 hours in 1999. No surprise there.

In another survey, carried out by PricewaterhouseCoopers, board members felt that too much time was being spent on discussing governance and not enough on strategy. A sizeable percentage felt that management was so distracted by the requirements of Sarbanes-Oxley that company performance was likely to suffer.

So, not only is more time being spent in board meetings, but it is more boring (surely discussing compliance issues is more tedious than planning strategy and the future of the company).

Also, it is obvious that directors spend way too much time filling out surveys.

In light of this directors are, naturally, demanding higher pay. In 2003, pay for directors of S&P 500 companies rose 9% to $153,156, according to the consultancy Equilar. Mr. Reynolds said large companies typically pay directors between $200,000 and $300,000. Extra pay is now routinely awarded to those on the audit or compensation committees, or who serve as lead directors.

Because of their own increased compliance requirements, some CEOs are discouraging their employees from taking on outside board roles – they figure they have plenty to do at home.

It’s only a matter of time, we imagine, before some shareholder group raises a fuss about company managers being active on others’ boards while on company time.Then no one will want to serve on a board, and the oversight of management will fall to the truly incapable. That will certainly further the cause of good governance!