The Wates Corporate Governance Principles for Large Private Companies, published in 2018 and overseen by the Financial Reporting Council since January 2025, are the most widely adopted governance code among the UK's large private companies. Six principles, reported on an apply-and-explain basis: purpose and leadership; board composition; director responsibilities; opportunity and risk; remuneration; and stakeholder relationships and engagement.
Apply and explain is a deliberately demanding standard. It asks a board not to tick provisions but to describe, in its own words, how its governance actually achieves each principle. The honesty of that description is left entirely to the board, because a private company has no listing rules forcing rigour and no analyst community testing the wording. The discipline is self-imposed or it does not exist.
This is RESOLVE's home territory. The framework was built for organisations, particularly SMEs and private companies, that need governance which is practical, behavioural and real, rather than a cut-down imitation of listed-company machinery. A Wates statement written by a leadership team that practises the five disciplines describes something that genuinely happens. A Wates statement written without them is a press release.
The six principles and the five disciplines
| Wates principle | The discipline that makes it real |
|---|---|
| 1. Purpose and leadership | Anchored Conviction, with Behavioural Integrity keeping values, strategy and culture aligned to purpose in actual decisions |
| 2. Board composition | Relentless Honesty with Reality. The balance of skills only matters if the room uses them to challenge |
| 3. Director responsibilities | Enterprise-First Accountability. Individual accountability held to the enterprise, not the function |
| 4. Opportunity and risk | Relentless Honesty surfaces the risks early; Velocity of Decision acts on opportunity in the presence of uncertainty |
| 5. Remuneration | Behavioural Integrity. Incentives are where declared values are confirmed or quietly contradicted |
| 6. Stakeholder relationships and engagement | Enterprise-First Accountability, with the honesty to hear uncomfortable answers and act on them |
For boards that want to move from describing governance to practising it, the natural sequence is the one the framework already defines. The Diagnostic establishes where each leader's disciplines actually stand. The Pre-Conditions Checklist establishes whether the organisation is ready for a collective standard. The Charter turns the intention into a signed, displayed commitment. None of this replaces a Wates statement. It gives the statement something true to describe.
Start with the Diagnostic to see the disciplines measured. For support embedding them, see resolvetolead.com.
RESOLVE is not a compliance instrument and adopting it confers no status under the Wates Principles. Boards should take their own advice on reporting obligations.