This article examines the possibilities for designing efficient and effective occupational health and safety regulation for those enterprises that are not 'best practice' performers. In relation to this group, the article focuses on three main ways in which current regulatory approaches might be substantially improved: the allocation of regulatory resources; strategies for inspection and enforcement; and the use of management systems and legislation to control contractors and suppliers. It identifies weak nesses in current arrangements, and it argues the case for adopting a number of regulatory reforms and innovations drawing from experience internationally, or on recent and important developments in regulatory theory, and on approaches constructed during the course of this research. Particular emphasis is placed on innovations such as focused inspections, the use of audit services, and the use of principal contractors as surrogate regulators. The article is concerned with improving the design, administration and enforcement of occupational health and safety legislation.