A director's lot is an increasingly unhappy one, as they face ever more regulation and scrutiny of their work.

The burden looks set to increase with the introduction of EU measures, UK legislation and regular reviews of the myriad governance codes.

The European Union Company Law and Corporate Governance Action Plan aims to "deliver an integrated and modern company law and corporate governance framework" in the EU.

So, as far as UK directors are concerned, the first two recommendations - concerning the role of non-executive directors and directors' remuneration - cover no new ground. However, future proposals include a strategy to prevent financial and corporate malpractice, and a directive holding directors collectively responsible for the accuracy of information that they publish.

The Sarbanes-Oxley Act applies to all companies registered or required to file reports with the US Securities and Exchange Commission, including any company with more than 300 US shareholders. Among other provisions, it makes chief executive and chief financial officers personally responsible to the company, shareholders and third parties for the company's financial statements.

The Operating Financial Review and Directors' Report Regulations are expected to be passed by the House of Lords and then come into force on April 1 2005. If implemented, they will increase the information required to be included in directors' reports.

Furthermore, directors of quoted companies will have to produce an OFR, detailing the company's strategies and the potential for them to succeed. Those failing to comply will risk criminal sanctions, including an unlimited fine.

The Department of Trade and Industry's Company Law Review is a long-term fundamental review of company law, led by an independent steering group. It is expected to lead to amendments to the 1985 Companies Act, to include a statutory statement of directors' duties.

Increasing regulation looks, at first, to be good news for companies and investors, leading to greater financial security and the punishment of rogue directors. On closer inspection, however, increased corporate governance poses real dangers.

High-profile reports have begun to demonstrate that, across Asia, Europe and the US, would-be directors are refusing positions on boards to avoid the risk of personal liability. It is also clear that directors are demanding significantly more money - partly to outweigh the risks they are taking and also because today's directorships demand increased diligence and time.

This is a rapidly developing area of law and it is almost impossible for a director to read the huge volume of relevant material. But it is essential for directors and investors to try to keep up to date with the main developments and to have a high-level understanding of the main issues, so as to be able to defend their rights and avoid unnecessary liability.

Graham Huntley is a litigation partner at Lovells