Here’s a key take-away from the financial crisis that devastated our economy: Bad boards of directors played a big role in the mess.

Because bank boards were too close to the executives they were supposed to police, they did a lousy job of spotting excessive risk. They allowed short-term pay incentives such as huge options grants that encouraged bankers to roll the dice.Now, as we start to get a new peek inside companies from reports released ahead of the spring annual-meeting season, it’s dismaying to see that so many boards of directors are still making the same mistakes.

So I asked The Corporate Library, an independent company that is the recognized expert on corporate governance, to dig into its Board Analyst screener to come up with a list of five of the worst corporate boards. The ratings are based on problems that can compromise boards, including:

These and other red flags signal that a board is entrenched — too close to management to do its job of overseeing the people in the corner offices.

“When you look at what happened on Wall Street in the meltdown, boards were supposed to oversee risk, and they blew it,” says Michael Garland of CtW Investment Group, which carries out shareholder activism on behalf of union pension funds. “Directors are there to represent shareholders. And if they are compromised by conflicts of interest that make them beholden to the CEO, then their ability to represent shareholders is compromised.”

The big problem with bad boards is that they’re unlikely to ask CEOs tough questions, act swiftly when it is time to replace a CEO or tighten the reins on pay and perks. And bad boards hurt shareholders. Several studies have indicated that the stocks of companies with weak boards underperform.

Among the stocks in the Russell 3000 Index (), the world’s largest publicly traded copper mining company. Twelve directors received anywhere from $600,000 to $1.32 million in pay, stock and options in 2008. Two others got $329,000 and $379,000.

Directors had to attended anywhere from nine to 13 meetings that year, so most of them got roughly $60,000 to $100,000 per meeting. In contrast, the typical director at an S&P 500 () exchange-traded fund over the past two years, declining 18%, compared with a 14% decline for the ETF.

Freeport-McMoRan responds that it was the top-performing mining stock in 2009 and the year’s seventh-best-performing stock in the S&P 500 Index. Its filing covering 2009 should come out over the next few weeks, so we’ll get to see whether it has made changes that improve its board.

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