The authors provide examples that will already be familiar to many readers. But they also offer a valuable new perspective by focusing on the tragicomic miscues of the people who were ostensibly meant to “govern” out-of-control managements.

At Lehman, for example, the board failed to put a brake on an expanding portfolio of commercial real estate and risky securities. Between 2000 and 2007, while the risk committee met just twice a year, the full board approved salary, stock, options and bonuses for the C.E.O., Richard Fuld, totaling $484 million. In a September 2008 conference call, Mr. Fuld followed his announcement that the firm had lost $3.9 billion in the third quarter by declaring, “I must say the board’s been wonderfully supportive.”

Four days later, Lehman filed for bankruptcy, costing shareholders $45 billion.

The authors note that Rick Wagoner, the former General Motors chairman, declared in 2008 that: “I get good support from the board. We say, ‘Here’s what we’re going to do and here’s the time frame,’ and they say, ‘Let us know how it comes out.’ ” (Memo to the board: your shareholders lost $52 billion in equity during Mr. Wagoner’s watch.)

Mr. Gillespie and Mr. Zweig do not believe that the solution to board laxity lies solely in more regulations. They complain that boards tend to be focused more on avoiding legal problems than on “formulating of company strategy, identifying risks, and evaluating executive performance.”

THE authors conclude with a list of more than two dozen recommendations for comprehensive reform. These include creating a new class of “public directors” appointed to corporations by a special nonprofit organization, reform of voting procedures currently subject to manipulation by management and, simply but perhaps most important, a law prohibiting people from simultaneously holding the positions of chief executive and board chairman.

“No one can reasonably expect a person to oversee himself or herself,” the authors say. “The C.E.O. works for the board, not the other way around; the continuation of combined roles inhibits the board in exercising its responsibilities because it creates an insurmountable imbalance of power,” they write.

But no amount or manner of structural change can ensure that directors will step up and take responsibility for their fiduciary duties to shareholders, the authors assert. Boards overwhelmed by the power and glory of corporate chieftains tend to commit sins of omission, like not asking probing questions and not challenging management presentations of “fact,” rather than sins of commission like active participation in securities fraud.

Mr. Gillespie and Mr. Zweig drive this point home with a bit of black humor as they recount their jailhouse interview with L. Dennis Kozlowski, the former Tyco chairman and chief executive who was convicted of grand larceny and securities fraud. Asked to articulate the highest praise he could muster for his former board, Mr. Kozlowski replied, “They didn’t slow me down.” Talk about money for nothing.