The paper describes the dualistic management system of a joint-stock company, in which the management board and the supervisory board are independent and separated bodies. It defines the key roles of the supervisory board, which, in addition to supervising the management of the company's affairs, has a key role in appointing and recalling members of the management board and representing the company in relation to the management board. The role of the supervisory board is preventive because it can withhold approval for certain management decisions that could be harmful to the company. Then, the standard of care that members of the supervisory board must apply when performing their duties is discussed in detail. According to the law (Zakon o trgovačkim odnosima), members of the supervisory board are liable for damage caused by breach of duty, and must act with the care of an orderly and conscientious businessman. The Supervisory Board also has the responsibility to ensure that all the information they receive from the management board is accurate and in line with the company's interests. The paper further deals with the legal basis of the responsibility of the members of the supervisory board, emphasizing their personal and joint responsibility. Members of the supervisory board can be held jointly and severally liable for damage caused to the company, if the damage is the result of their specific actions or failure to fulfill their duties. In addition, the paper considers the legal concept of business judgment, which allows members of the supervisory board to make entrepreneurial decisions without liability, if these decisions are made in good faith and in the interest of the company. The conclusion of the paper emphasizes the importance of the role of the supervisory board as a key body for the stability and proper functioning of the joint-stock company, as well as their responsibility for damage that may occur as a result of improper actions or omissions. Through the research of legal frameworks and court practice, the work provides an insight into the limits of responsibility of members of the supervisory board, highlighting the importance of their expertise and conscientiousness in performing their duties.