In Conversation: Applying the Wates Principles Effectively
Published: 3 December 2025
8 minute read
Kate O’Neill, Director of Stakeholder Engagement and Corporate Affairs at the FRC, is joined by Lauren Tynen, Senior Corporate Governance Policy Associate, and Fiona Graham, COO of Family Business UK, to discuss the FRC’s latest Wates Principles reporting insights. They examine how the Principles support transparency, outcomes-based reporting, and active decision-making for private companies, and share practical guidance from the FRC’s 2025 review.
Transcript
00:00:12:23 - 00:00:39:17
Kate O'Neill
Hello there and welcome to another FRC In Conversation podcast. My name is Kate O'Neill, director of Stakeholder Engagement and Corporate Affairs. And today's topic is the FRC’s recently published Wates Principles Reporting Insights for 2025. The first report since the Wates Principles were brought in-house at the FRC. Today I'm joined by two experts in this area. The FRC’s very own Lauren Tynen.
00:00:39:19 - 00:01:13:05
Kate O'Neill
She's a senior corporate governance policy associate, and we welcome today Fiona Graham, chief operating officer from Family Business UK. Welcome, Lauren and Fiona. So I mean the report is so well received and so important because it assists companies that have chosen to adopt the Wates Principles in disclosing meaningful and relevant information about their corporate governance arrangements. And I guess, Fiona, it's so important you're with us today because you are part of a coalition group that established the Wates Principles before the FRC assumed governance of them.
00:01:13:08 - 00:01:43:04
Kate O'Neill
Family businesses are a great example of an alternative ownership structure that can benefit from using the Wates Principles, which do demonstrate how flexible they are. But I will come back to you Fiona on this flexibility point. But today we published a review of our findings from monitoring the reporting quality against the Wates Principles for large private companies. But Lauren, let's remind our listeners what Wates Principles are and how they relate to large private UK companies.
00:01:43:06 - 00:02:03:08
Lauren Tynen
Thank you Kate. Yeah, so the Wates Principles are a flexible framework of high level principles that companies can use to help them to report on their corporate governance arrangements. And as you just mentioned, you know, large private companies do have a wide range of ownership structures. And the Wates Principles are a proportionate way for companies to report on this.
00:02:03:09 - 00:02:09:22
Lauren Tynen
And because of this flexible nature, they should be adopted on an apply and explain basis.
00:02:09:24 - 00:02:22:24
Kate O'Neill
And Lauren others will know comply or explain from the UK Corporate Governance Code, which the FRC is responsible for. Do you want to explain why we've used this approach in relation to the Wates Principles?
00:02:23:01 - 00:02:44:00
Lauren Tynen
Absolutely. So the high level nature of the principles really means that all companies should be able to apply them in a way that is suitable for their organization. And the Wates Principles don't have any specific provisions that companies need to follow. And they are really designed to be flexible and adopted to each company's individual circumstances.
00:02:44:02 - 00:02:53:00
Kate O'Neill
Lauren, why do we monitor the reporting? I mean, what’s the important outcome of this reporting and what are some of the highlights from today's report?
00:02:53:02 - 00:03:25:02
Lauren Tynen
So we really wanted to monitor reporting against the Wates Principles to get a better understanding of what companies find most difficult to report on, so that we can identify how we, as the FRC, can better support companies to get the most out of corporate governance reports. So some of the highlights include. Well we spoke to some stakeholders during a series of roundtables in the spring, and stakeholders were very complimentary about the Wates Principles and felt that they were still fit for purpose as a very flexible framework for companies to use.
00:03:25:04 - 00:03:36:00
Lauren Tynen
Some themes throughout the report include how companies can use cross-referencing, and how outcomes based reporting should really be used to improve reports.
00:03:36:02 - 00:03:55:19
Kate O'Neill
This cross-referencing, Lauren, we heard from so many companies, private or public, different structures that, you know, the aim is to make them shorter in some cases, but also more relevant. Do you think cross-referencing is a good way for a company in its stakeholders to really show the breadth of the information out there and make it more user friendly?
00:03:55:21 - 00:04:20:08
Lauren Tynen
Absolutely, yeah. And we don't want reporting to be an added burden for companies. And that really helps with proportionate reporting to cross-reference to areas where companies will already be touching on a certain element of that governance arrangement. And an example of that is reporting on section 172. Most companies that follow the Wates Principles will also be required to publish a section 172 statement.
00:04:20:08 - 00:04:24:15
Lauren Tynen
And in this report published today, we highlight how companies can do that.
00:04:24:17 - 00:04:40:09
Kate O'Neill
Outcomes based reporting is that to move people away from, shall I say, a lot of narrative without a lot of evidence? Or is it to stop people being more tick box in their approach to particularly the section 172 report?
00:04:40:11 - 00:05:00:19
Lauren Tynen
Probably a bit of both, to be honest Kate. So this is in line with our messaging with that reporting against the corporate governance code. But a lot of the time we see some boilerplate reporting on policies and procedures. But what we really want to know is, you know, what actually happened during the year? What decisions did the board make and what were the outcome of those decisions?
00:05:00:21 - 00:05:13:06
Kate O'Neill
Okay thanks Lauren. Fiona, you were part of the coalition group that established the Wates Principles. How have you seen them being used and evolved, particularly from Family Business UK’s perspective?
00:05:13:08 - 00:05:49:09
Fiona Graham
I think we've been so encouraged since principles were first published about the reaction from the family business community, because there was at the time that they originally mooted some concern about, is this just going to kind of be burdensome reporting for businesses that hadn't really been caught up in some of this reporting framework before, and therefore, you know, how much work was going to be involved and actually, family businesses really embraced the Wates Principles by looking at it and realizing it was really built for them, with them in mind, and looked at the opportunity that actually gave them to have different and interesting conversations within the business and within the family.
00:05:49:09 - 00:06:07:08
Fiona Graham
And what was really great is how many families and how many boards used it then as an opportunity to kick off conversations about purpose and strategy and kind of diversity and all these things that maybe they hadn't talked about for a little while. And actually they found that an incredibly useful tool to start a conversation about other things within the business.
00:06:07:08 - 00:06:34:16
Fiona Graham
And I think in family businesses, it can often feel quite lonely in lots of ways because, you know, you often feel like the challenges that you're going through with your family are the only ones, but also because there was no real guidance around what good corporate governance look like for private and family owned companies. Many of them were either looking at what listed companies were doing or were trying to build something themselves, and this kind of gave them a bit more guidance on, you know, what they should be thinking about and what they should be looking at.
00:06:34:16 - 00:06:54:00
Fiona Graham
So it was a really useful toolkit for them for thinking about what they should be doing, what good look like, and for kickstarting conversations with the family. But also what we really saw, which was incredibly encouraging, was the number of smaller businesses that aren't caught by the legislation, that were saying, actually, this gives us something really interesting to work towards.
00:06:54:00 - 00:07:02:02
Fiona Graham
Maybe not every part, the Wates, principles, it's relevant to us now, but we know what we should be thinking about as we grow. And that's fantastic.
00:07:02:04 - 00:07:27:05
Kate O'Neill
That's such an interesting point, Fiona, because as Lauren said, you know, not every company is the same in any part of the corporate landscape. But for family businesses, as she said, there are different drivers and different tools at their disposal to undertake their business. But I guess Fiona also, they're thinking about how are they talking to their stakeholders, whoever they may be, using this kind of reporting to lay out their stall.
00:07:27:07 - 00:07:47:12
Fiona Graham
Yeah. And I think that one of my concerns sometimes around some of the reporting kind of structures that are in place across the board is that there's a lot of information put out there, but actually it's not necessarily digestible for the various stakeholders because the volume is so enormous. And what the Wates principle allows people to do is really synthesize what's important.
00:07:47:12 - 00:08:06:17
Fiona Graham
And as Lauren talked about, the outcome that has been that the decision making has led to, I kind of really make it really clear for the stakeholders that matter to that business, not who somebody else decides you're important, but who the business decide are important. So, you know, making sure that they're being really transparent with their employees. And that's a really important thing for family businesses.
00:08:06:17 - 00:08:25:12
Fiona Graham
And family businesses have a different relationship with their shareholders, so maybe they need a different kind of information than, you know, the shareholders in a large listed company. So it gives them that flexibility to really shape something that works for them and their stakeholders. And the stakeholders they know are important to them, not who somebody else decides are important.
00:08:25:14 - 00:08:52:13
Kate O'Neill
That's an excellent point Fiona, because that really is what we at the FRC encourage so many boards, whether they're private, public, family owned businesses, to really think for themselves, to really be the driver of what's important, what's decision useful information. So the flexibility you've touched on and also how the Wates Principles can be adapted to broad range of companies with varying or ownership structures.
00:08:52:15 - 00:09:07:08
Kate O'Neill
But there must be circumstances where certain principles are difficult to apply. For example, they may not have a particularly diverse or balance board because of their ownership structure. What would be your advice for these types of companies? I'll start with you, Fiona.
00:09:07:10 - 00:09:29:15
Fiona Graham
I think this is, as you say, in a family business, if there's many family members on the board and they're from a particular ethnicity or group, that maybe that's going to kind of influence the balance of their board. But I think that that's about being transparent and kind of just being open about why that is. The board make up is because we value having a majority family representation on our board.
00:09:29:15 - 00:09:50:01
Fiona Graham
If that's what it is, then be transparent about that. That's not necessarily a bad thing, but don't try and be something that you're not necessarily. And I think that what the Wates Principles are about is about really looking at where you are and looking at why you're there and why you make the decisions you are, and it gives you that opportunity to reflect and say, okay, why it is our board make up the way it is?
00:09:50:01 - 00:10:06:01
Fiona Graham
Is it because we've decided it should be majority family control? If it is, then that's the decision you've made. But this is all about making active decisions and not falling into kind of decision making and being an active decision and then explaining that decision. I mean, it's not to judge what is right or wrong.
00:10:06:04 - 00:10:06:18
Kate O'Neill
Absolutely.
00:10:06:22 - 00:10:10:00
Fiona Graham
But it is that active decision making that's so important.
00:10:10:02 - 00:10:21:04
Kate O'Neill
I mean, Lauren what would you add to that? Because again, it comes back to an FRC theme of, you know, the active decision making, owning the picture, the reporting you want your stakeholders to have.
00:10:21:06 - 00:10:42:21
Lauren Tynen
Absolutely Kate. And I couldn't agree with you more, Fiona, I think our advice at the FRC would just be to be transparent and to explain what your situation is. And maybe, as Fiona was touching on earlier, companies will have aspirations to one day have a certain goal. So companies should really explain what their goal is. As you say, you know, we would like to have a more diverse board.
00:10:42:21 - 00:10:51:16
Lauren Tynen
This is how we'd like to achieve it. And this is why it's right for our organization and what steps they'll take to achieve that goal. So just transparency is key really.
00:10:51:18 - 00:11:10:14
Kate O'Neill
Looking ahead though Lauren, how is the FRC approaching the Wates Principles and reporting again? So now that it's, we have assumed their governance? I mean it sounds like this year's report has been a really interesting and helpful set of examples. Best practice for those interested in reporting against the Wates Principles.
00:11:10:16 - 00:11:30:23
Lauren Tynen
We really hope that companies will use this report as a practical tool to help them. And as you say, we've got sort of examples and tips for companies to consider. But we really hope that this year and moving on the next couple of years, we'd really like to better support companies and to really demonstrate the benefits of using the Wates Principles.
00:11:31:00 - 00:11:51:10
Kate O'Neill
Lauren well done on the work of this year's review. Great to hear from you, Fiona, about how the dynamics of our family businesses can be helped by the flexibility of the Wates Principles when explaining your governance and how the company is run. So really appreciate your time and joining us today on this FRC In Conversation.