Beyond form: practical remedies for real governance in family businesses

A further crucial knot to be solved concerns the figure of independent advisors - also included in the recommendations of the new principles - often perceived by these companies as foreign bodies or, even worse, as potential inspectors sent to judge private dynamics and issues.

The real risk is that the appointment of these figures will turn into a purely formal act, bringing into the Board of Directors figures close to the family who only guarantee independence in appearance.

To defuse this fear and risk, the selection should be based on a prior and as objective an analysis of internal competence gaps as possible, in respect of which the independent figure would be better accepted and valued, if his or her presence responds to a tangible need for the company, such as the opening of new markets or digital transformation, while acting as a neutral mediator in moments of tension between family branches.

Its third party status would thus become an indispensable filter for objectivising the decision-making process, removing it from the inevitable interference of emotional ties.

A topic closely related to merit is that of remuneration, an area in which unlisted companies show the greatest application fragilities.

Without the pressure of financial markets, compensation risks becoming an instrument of wealth redistribution among family members, disconnected from real individual responsibilities or performance. A possible solution could be to make a clear separation between flows from work performed and those related to capital ownership, defining compensation policies aligned to external benchmarks for operational functions, thus protecting the financial balance of the company and sending a signal of fairness to the entire organisation, ensuring that the family name does not become the sole criterion for economic advancement.

The same rigour should also apply to succession planning, transforming generational change from a traumatic event to a governed process, where access to top positions should be subject to pre-defined and shared educational and professional requirements.

The code also runs the risk of remaining a dead letter if it does not find a foothold in documents regulating relations between shareholders, such as family pacts. It is in this private forum that governance should be 'constitutionalised', defining the rules of engagement between the company and its shareholders. Creating separate spaces for family discussion, such as the Family Council, would, for example, allow emotional issues to be dealt with away from the boardroom table, ensuring that the board remains focused exclusively on creating long-term value for the company.

In this way, governance would cease to be perceived as a bureaucratic cost and would be transformed into a 'compass' for continuity, capable of ensuring the company's survival with respect to the biographical contingencies of individual family members.

In the final analysis, the real opportunity of the 'comply or explain' criterion - on which this latest edition of the principles is based - lies in external transparency.

In a market where access to credit and the ability to attract new talent increasingly depend on perceived reliability, serious and honest reporting on governance becomes a key asset.

And explaining the reasons for not adopting some of the recommendations, indicating a clear evolutionary path, would not be perceived as a declaration of weakness, but rather as proof of managerial maturity that reassures banks, suppliers and strategic partners.

Only by internalising these processes as tools for growth and not as external constraints could the unlisted family business face the complexities of the global market with a solid, transparent and, above all, resilient structure.

Senior Partner and President GEA Management Consultants