Discusses the role of legislation and codes of conduct in influencing the behaviour of nonexecutive directors. Outlines the functions of a board of directors and considers the role of non-executive directors in particular. Traces the development of standards of skill required of non-executive directors both under the Australian Corporations Act 2001 and under common law. Questions whether these have brought about a real change in behaviour. Considers whether professionalisation of directorship could be more effective.