In the world of premium consulting, we often say that ignorance is the most expensive option. In the era of Artificial Intelligence, this saying takes on a very literal financial meaning. Today, we look at the hard legal reality of compensation liability for members of governing bodies in capital companies.

Liability for Damage: What Does It Mean in Practice?

Liability for damage towards the company means that, as a member of the Management Board, you may be financially liable with your entire private wealth for losses suffered by the company as a result of your action or omission that is contrary to the law and the required standard of due care.

Crucially, you are responsible for complying with the entire legal order – not only the narrow area in which you specialise. If you cause damage unintentionally, for example, through negligence, failure to expand your technological knowledge, or lack of awareness of key trends, you may still bear full civil liability.

The Trap of Lost Profits – Lucrum Cessans

The real and least understood risk for Management Boards is the concept of lost profits, known in Latin as lucrum cessans. This is a specific type of compensation derived from the Polish Civil Code, which applies whenever there are no appropriate, detailed regulations in the Labour Code or the Commercial Companies Code.

In the context of AI, this means the following: if, due to the lack of algorithm implementation, process delay or technological omission by the Management Board, the company could not generate expected market profits, shareholders or new co-owners may demand personal compensation from you for those “lost profits”.

A classic legal example would be a machine that is not delivered to a factory on time. The claim is not only about the logistics costs of the machine itself, but also about, for example, one million euros in losses because the machine was not installed on the production line in time and did not produce the contracted goods.

In the digital era, the “undelivered machine” may be the failure to implement predictive models or AI agents that automate operations. Claims based on lucrum cessans are extremely dangerous for managers because the amounts of lost profits can be many times higher than the value of actual damage, or damnum emergens.

Find Out How to Protect Your Career and Personal Wealth

Having an approved AI Strategy is the key document proving that, as a Management Board, you are taking appropriate action to increase the organisation’s readiness.

Consult the Booster of Innovation and secure your legal position.