FRC: Wates Principles to improve corporate governance standards among private companies

10 Dec 2018 11:28 AM

A new code for the corporate governance of large private companies is launched today, providing a framework to help them not only meet legal requirements but to promote long term success in this vital sector. Recognising this, the Wates Principles encourage these companies to adopt a set of key behaviours to secure trust and confidence among stakeholders and benefit the economy and society in general.

These Principles are part of a number of changes made this year to the UK corporate governance framework. They have been developed by a coalition established by the Financial Reporting Council (FRC) and chaired by James Wates CBE. By explaining the application of these Principles large private companies will be able to meet their obligations under The Companies (Miscellaneous Reporting) Regulations 2018.

James Wates CBE, Chairman, Wates Group said:

“I believe that good business, well done, is a force for good in society. The Wates Corporate Governance Principles are a tool for large private companies that helps them look themselves in the mirror, to see where they’ve done well, and where they can raise their corporate governance standards to a higher level. Good corporate governance is not about box-ticking It can only be achieved if companies think seriously about why they exist and how they deliver on their purpose then explain – in their own words – how they go about implementing the principles. That’s the sort of transparency that can build the trust of stakeholders and the general public.”

The six principles are:

• Purpose and Leadership – An effective board develops and promotes the purpose of a company and ensures that its values, strategy and culture align with that purpose.
• Board Composition - Effective board composition requires an effective chair and a balance of skills, backgrounds, experience and knowledge, with individual directors having sufficient capacity to make a valuable contribution. The size of a board should be guided by the scale and complexity of the company.
• Board Responsibilities - The board and individual directors should have a clear understanding of their accountability and responsibilities. The board’s policies and procedures should support effective decision-making and independent challenge.
• Opportunity and Risk - A board should promote the long-term sustainable success of the company by identifying opportunities to create and preserve value and establishing oversight for the identification and mitigation of risks.
• Remuneration - A board should promote executive remuneration structures aligned to the long-term sustainable success of a company, taking into account pay and conditions elsewhere in the company.
• Stakeholder Relationships and Engagement - Directors should foster effective stakeholder relationships aligned to the company’s purpose. The board is responsible for overseeing meaningful engagement with stakeholders, including the workforce, and having regard to their views when taking decisions. 

Reporting against these principles will take effect on 1 January 2019.

Business Secretary, Greg Clark, said:

“The UK is rightly recognised as having a leading business environment and responsible business practices, which are fundamental to making the UK one of the best places in the world to work, invest and do business.

“These principles drawn up in consultation with businesses, investors and unions further strengthen our business framework.  From defining a company purpose at board-level, to embracing a diversity of skills and backgrounds in the boardroom.  I expect to see our bigger private businesses build on the work they are already doing and take action to support and adopt these practical steps to ensure our businesses continue to inspire public trust and confidence.

“I want to thank James, and those who contributed through the advisory group, for their work and commitment to this important step in ensuring the UK’s business environment and corporate governance continues to be world leading.” 

Stephen Haddrill, CEO, FRC said:

“The FRC is pleased to be leading this work with James. Large private companies impact widely on society and play an important role in the UK economy. Through promoting positive corporate behaviours these principles have the potential to help restore trust in business and contribute to long-term sustainable growth in the UK economy.”

Please see the Wates Principles consultation feedback statement here (PDF).

Notes to editors:

1. The FRC’s mission is to promote transparency and integrity in business.  The FRC sets the UK Corporate Governance and Stewardship Codes and UK standards for accounting and actuarial work; monitors and takes action to promote the quality of corporate reporting; and operates independent enforcement arrangements for accountants and actuaries. As the competent authority for audit in the UK the FRC sets auditing and ethical standards and monitors and enforces audit quality.
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