At the end of 2025, the Financial Reporting Council (FRC) published its first reporting insights on the Wates Corporate Governance Principles for Large Private Companies since assuming oversight responsibility earlier in the year.
The review confirms that the Wates Principles remain a relevant and flexible governance framework for large private companies, particularly those seeking to strengthen governance arrangements or preparing for an IPO. However, the FRC notes that the quality of reporting varies significantly across companies, with some disclosures remaining high-level, generic or lacking sufficient detail.
Drawing on stakeholder feedback and examples from companies of varying size and complexity, the FRC’s report highlights both areas of good practice and opportunities for improvement in Wates reporting.
The review found generally strong reporting in relation to risk management and stakeholder engagement, but identified several areas where reporting could be strengthened, including company purpose, board composition, and remuneration.
The FRC notes that different sections of annual reports are often prepared by different teams, which can result in fragmented or inconsistent governance narratives. Companies are therefore encouraged to consider the annual report as a cohesive, integrated document, with clearer cross-referencing and reduced duplication.
The report also encourages companies to focus on outcomes-based disclosures when applying the Wates Principles, making better use of the flexibility offered by the “Apply and Explain” approach.
Learn More:
The full report, The Wates Principles for Large Private Companies – Reporting Insights, is available here, providing detailed observations, examples of good practice and guidance for companies looking to enhance their governance reporting.
In addition, the FRC published an explainer on the Wates Principles “Apply and Explain” approach, and how it differs from the UK Corporate Governance Code for listed companies, which can also be viewed at the link.