This has been a bad year for non-executive directors.

There's been Enron and stories of class-action lawsuits being brought against all involved, including the "non-execs". Marconi's profit warnings were accompanied by mutterings in the City about the role of non-executive directors and reports that the Financial Services Authority would look into the company and its profits warnings. Equitable Life "non-execs" face legal proceedings, while the Big Food Group, formerly known as Iceland, has been censured over the content and timing of announcements in 2000.

In the middle of all this Lord Young, outgoing chairman of the Institute of Directors, said in a speech that the role of the non-executive director should be abolished.

So who would be a non-executive director? There is clearly a mismatch between what "non-execs" are expected to do and what they realistically are able to do.

Despite progress over the past decade in improving corporate governance, too many boards look too cosy, hardly giving the impression that their non-executives are a check on management.

Nor is it clear that non-executives are doing their homework. There is little sign of candidates doing their own due diligence on the company they are about to join, or working out with other "non-execs" what their role should be and how the board should operate.

Most important, few seem to establish in advance what financial and other information they will regularly receive from executives.

The amounts they are paid hardly encourage a successful, talented individual to spend much time on the company's affairs. Yet if things go wrong, the potential risks to their reputation and, in some cases, personal assets, are significant.

However, rather than abandoning the role of the "non-exec", we need to re-think the role of the board.

No matter what the company's constitution says - the wording may date from 1948, if not earlier - it is not the role of today's listed company board to undertake day-to-day management.

Rather, I think its role is:

* To supervise - the board is there to supervise the actions of the executives. This will largely be supervision after the event and, in doing so, the board should take a long-term view.

* To interface with shareholders - the non-executives should regard themselves as a separate focal point for shareholder interests and talk to shareholders at least once each year.

* To set strategy - the board should be involved in setting the general strategy of the company and, having done so, ensure it is carried out by the executives.

If the role of the board is largely supervisory, it follows that non-executive directors cannot be expected to stop every blunder. They are there to monitor, not to act as guards. In future when something goes wrong it may be right to say the executive directors should be accountable but generally the presumption should be that "non-execs" are not.

It would help substantially if this distinction were made in law, and we have an opportunity to do so in the Company Law Review.

This should consider the role of the board in larger companies and introduce a legal distinction between executive and non-executive directors.

If it is not to risk losing a valuable resource, business has a pressing need to move the risk/reward ratio back in favour of its non-execs. David Childs is head of corporate practice at law firm Clifford Chance.

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