Opinion: How to Fix Corporate Boards

A couple of weeks ago, I co-authored an op-ed on Forbes.com about the problem of bad corporate boards in America.

In it, Sydney Finkelstein and I laid the primary blame for the wheels coming off our economy in the past year at the feet of our corporate boards. There is no question that others, like politicians, CEOs, banks and consumers all had a hand in this mess.

We don't absolve anyone of their justifiable blame. But ultimately, it was the corporate boards of Citigroup(C) , Lehman Brothers, Bank of America(BAC) and others who gave the green light for excessive risk-taking based on assumptions that housing prices would always rise.

Boards are usually an afterthought for most in the media and public. When asked to explain the problems of the past year, there has been a lot of focus on CEO pay and "Wall Street greed." Most people view boards as nothing more than "window dressing" for a company. They are seen as a group of mostly retired execs, bankers, lawyers and accountants who get together once a quarter and rubber-stamp the desired corporate actions of the CEO.

It's certainly true that these groups have been too friendly over the years in allowing CEOs to run businesses as they saw fit. Quite often, directors feel beholden to the CEOs who appoint them and are well paid for serving as a director, so they do not push back on issues when the CEO is a firm believer. Of course, there's also always a friendly consultant that a CEO can trot out to give some third-party support for whatever the initiative is.