The high-profile collapses of Enron and WorldCom have made serving as a corporate director more difficult than ever, according to O’Melveny & Myers LLP partner Daniel Petrocelli.

He ought to know. He was on the team that defended Enron executives Jeffrey Skilling and Kenneth Lay, who were convicted of fraud and conspiracy charges in cases brought by the federal government. Skilling is to be sentenced later this month; Lay died of heart failure in July.

“If your company experiences public controversy or great financial stress or worse, finds itself filing for bankruptcy then it’s very easy for the government to turn what normally would be disputed in bankruptcy or civil proceedings into criminal cases,” Petrocelli said in his first interview since the Enron trial.

Petrocelli is giving the keynote speech this week for the semi-annual training and certification program for directors at UCLA’s Anderson School of Management. He’ll discuss the effect of negative publicity, hostile attitudes toward business and strategies that prosecutors employ.

Indeed, recruiting for boards has become far more difficult in recent years, according to Alfred E. Osbourne, Jr., senior associate dean at the Anderson School and founder of the management program. The corporate debacles and passage of the Sarbanes-Oxley Act mean that filling a board no longer means rubber-stamping a group of golf buddies.

“Boards require more time and attention, said Osbourne. “Needed are better-trained directors cognizant of the issues who are willing to exercise judgment, sometimes taking on difficult issues like executive compensation, or perquisites that management may like, but that may well be diverting income to themselves at the expense of the shareholders.”

Martinn Mandles, chairman emeritus and a director of ABM Industries Inc., believes that the time required to fulfill a director’s obligations has at least doubled in recent years. For non-executive chairmen and members of the audit committee, however, it’s probably quadrupled.

“Boards historically were very serious about advising management, less about monitoring management and the oversight function was at the bottom of the list,” Mandles said. “Directors were, by-and-large, glorified consultants.

“Now the priority of these responsibilities has changed, so that they are glorified policemen. Oversight has become the foremost responsibility of the board, as I see it. Monitoring and advising management are still very important, but are secondary to the oversight role.”

Petrocelli said that directors now must document everything. In fact, identifying and documenting the process by which a decision was reached has become more important than the decision itself.

“These days, transparency (for directors) is the name of the game,” he said.

“In documenting transactions, approvals and business strategies,” he said, “more attention should be paid to specifically identifying the reason for the decision and to have outside accountants and lawyers sign off on those reasons. This will be helpful in resisting later attacks that actions were taken for ulterior motives or reasons.”

Despite the changed climate, Mandles believes that there will always be plenty of board candidates, as long the compensation for sitting on the board of a mid-sized company is between $100,000 and $200,000.

“Everybody who can sits on more than one,” Mandles said, pointing out that the connections of a director who sits on multiple boards adds to his or her value.