AS REGULATORS sift through the wreckage left in the wake of Enron Corp. and other business disasters, they are discovering that many of the problems – questionable accounting, ethical lapses and exorbitant payouts to top executives – circle back to one spot: the company board of directors.

Critics contend that too many boards have become simply yes-men for management, composed of insiders, paid consultants or golfing buddies of the CEO.