The new Corporate Governance Code: a compass for unlisted family businesses

Running a company is a journey without a compass, but the new governance principles for unlisted family businesses contained in the Corporate Governance Code are a valuable astrolabe. The Code was created as an institutional initiative to fill a systemic gap in the corporate governance of unlisted medium-sized and large family businesses. The project is promoted by AIDAF (Associazione Italiana delle Aziende Familiari), in collaboration with Assonime and with the scientific contribution of SDA Bocconi School of Management. The first version was presented in 2017, with the aim of offering unlisted family businesses a self-regulatory tool similar to the Corporate Governance Code of listed companies, but adapted to the peculiarities of family-controlled businesses. The drafters started from an awareness of the critical issues typical of family businesses such as: ownership concentration, interference between family and corporate spheres, potential for conflict and the difficulty of separating ownership and management. In 2025, the document underwent a structural revision to make it leaner and more pragmatic. The word 'code' conjures up something 'normative', which is immediately contradicted by the notion of 'self-discipline' expressive of discretionary adoption. It is not, therefore, a set of normative prescriptions, nor is its adoption mandatory. It is a set of principles borrowed from the world of listed companies that can hopefully be applied to that of family-owned companies. It is well known, in fact, that these represent the backbone of the entrepreneurial fabric and the ability to perpetuate themselves beyond the family dimension also passes through a depersonalisation of governance and the introduction of institutions typical of companies with diffuse capital.

The new Code is much more agile than the 2017 Code. The recommendations from nine years ago are reworked and updated. More precisely, ten fundamental principles are dictated, each of which is declined according to non-binding guidelines. A monitoring system is introduced, based on the newly established 'Committee for Corporate Governance of Unlisted Family Businesses', whose function will also be to gather indications from member companies to update the contents of the Code in line with regulatory developments and market best practice. Important focus will be placed on the role and functioning of the administrative body, the balance between executive and non-executive directors, the relevance of internal control systems, the management of risks and conflicts of interest, as well as the opportunity to introduce motivating remuneration systems capable of attracting distinctive skills. Particularly valuable, lastly, is the focus on the bylaws, a true long-term social contract and the full expression of the pact between generations at the basis of every family business.

The Code does not go into the merits of corporate configurations (except for a mention of holding company structures), nor of extraordinary transactions functional to the definition of the most appropriate multigenerational ownership structure. Suffice it to recall in this regard that the legislative favour on corporate reorganisation operations guaranteed by tax neutrality and the increasing openness of the financial administration on the possibility of perfecting family reorganisations and generational transitions in tax efficiency, certainly represent a driving force capable of facilitating the continuity of family capitalism in Italia. The same system of inheritance and gift taxes, which is extraordinarily favourable compared to other countries that are far more exorbitant on the transfer of assets, constitutes an opportunity not to be missed for Italian family businesses grappling with generational handovers.

(*) Managing partner Russo De Rosa and expert in extraordinary transactions