The principles have been developed by a coalition established by the Financial Reporting Council (FRC) under the leadership of building firm boss James Wates.
To most observers, the six principles read like a statement of the obvious and they make few or no demands that any board should struggle with. The only nod to 21st Century thinking is that boards should have “a balance of skills, backgrounds, experience and knowledge” – which rather suggests there should not be too many board members from the same family.
Wates Group could be accused of falling short here although the recent appointments of Paul Chandler and Jeremy Newsum to the board mean that the five Wates men are now balanced by six outsiders. One is a woman.
There is no suggestion that workers ought to be represented on boards, although boards should have “regard to their views when taking decisions”.
The FRC said that the Wates Principles formed a new code for corporate governance. By explaining the application of these principles, large private companies will be able to meet their obligations under The Companies (Miscellaneous Reporting) Regulations 2018.
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.
James Wates 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.”
Business secretary Greg Clark said: “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.”
FRC chief executive Stephen Haddrill 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.”