Family businesses, the new AIDAF Corporate Governance Code pushes towards more institutional governance

The generational transition represents a delicate challenge for family businesses, which are called upon to guarantee continuity and solidity over time. The Ca' Foscari University of Venice has been paying special attention to this issue for years, through research, discussions with companies and dedicated initiatives such as the 'From father to son' Award, in which the University has been involved for the 15th edition and which valorises the best experiences of entrepreneurial continuity. The debate on the evolution of governance models in Italian family businesses, now at the centre of the revision of the AIDAF Self-Regulatory Code, is also part of this framework.

The evolution of corporate governance in Italian family businesses sees an important milestone in the recent revision of the AIDAF Corporate Governance Code, which deeply updates the previous 2017 version. Compared to the latter, the new text proves to be more flexible, with a clear intent to support entrepreneurial families in the implementation of organisational models functional to responsible and sustainable management, outlining a path of professionalisation of management that opens up to external talent. The code's flexibility can be found in the decision to restrict the perimeter of the comply-or-explain principle to the ten fundamental principles that innervate the text, whereas in 2017 this mechanism involved a very detailed set of technical recommendations, which now appear as non-binding application guidelines. This also makes it more accessible to companies characterised by less formalised decision-making processes, limiting the risk that the intrinsically voluntarist nature of the instrument will reduce it to a mere attestation of quality for companies with high organisational capital

Comparison with similar codes adopted in other major EU economies is also useful. For example, the German Governance Kodex für Familienunternehmen places a strong emphasis on family ownership structures. Rather than focusing on corporate bodies, the German model pushes the family to clearly establish its values through the definition of Family Governance as a compass for all subsequent decisions. In Spain, the main reference is instead the Protocolo Familiar, to be understood as a framework agreement defining the strategic mission and the form in which the family relates to the company. The Spanish model outlines specific family governance bodies, such as the Asamblea Familiar and Comité Familiar, seen as essential tools for building lasting consensus within the company and preventing conflicts. The AIDAF Code 2025 departs significantly from both of these structures in its positioning of the family within the architecture of principles. Analysing the ten core principles of the Code, it is noticeable that the family appears explicitly only within the ninth principle, devoted to 'Continuity of Governance and Management'. Here, shareholders and the board of directors are required to define precise rules for dealing with generational transitions or ownership transformations, ensuring a progressive distinction between the strategic role of the family and the performance of managerial functions. Outside this specific pivot on continuity, the basic principles pertain mainly to institutional structures and corporate bodies - such as the Board of Directors, the Articles of Association and the Shareholders' Meeting - maintaining a neutrality that facilitates dialogue with markets and external investors. By choosing to focus the family dimension mainly on the issue of continuity, the AIDAF proposes a vision of governance that is more institutional and professional, less tied to family dynamics and more oriented towards the solidity of the corporate body as such. This detachment can be a good viaticum for opening up to new capital and for the ability to adapt promptly and effectively to changing market contexts.

Monica Billio (Ca' Foscari, Transpareens Centre), Stefano Colonnello (Ca' Foscari - Scientific Coordinator of the Di padre in figlio Award)