She argued that one of the fundamental duties of members of corporate management bodies is to act in good faith and in the interests of the legal entity. This duty includes both a prohibition on abusing powers (in particular, in relation to conflicts of interest) and a positive obligation to act for the benefit of the company.

A member of the management body may therefore be held liable to the company for losses caused by their inaction – which may range from a failure to perform certain specific duties to a total failure to participate in the management of the organization, including a failure to attend meetings of management bodies or to participate in their work.

Participants in a legal entity who consistently fail to attend general meetings of participants or who effectively transfer their administrative functions to employed managers may also be excluded from the company, but a much higher level of inaction is required for participants than for members of management bodies. The full version of Elena's presentation can be found below.