I'll bite.
This is applicable to most medium to large companies.
The board is so far disconnected from the business that they are almost a waste of time.
The board only gets to see the cool-aid fed by the senior executives and they tend to take that as gospel, and make decisions based on that information that is for the most part tainted by the spin placed on it by the executive.
Rarely does a board member have any real experience in the business they are managing and as a result they have little or no first hand relevant knowledge or experience upon which to base their decisions and as a result do not have the ability to see through the spin to either call bull**** or ask probing questions.
But what do you expect from a group of people who meet for a few hours once a month or two? They cannot possibly be expected to absorb the volume of information required to make a properly informed decision and as a result they watch a bunch of PowerPoint presentations and skim board papers that consist of executive summaries and then pages of detail with the gems carefully hidden inside.
It is, however, a bit of the chicken and egg in that until a better system of executive oversight is devised the status quo will remain and whilst the status quo remains the better system will never be developed.