The Rise of the Private Company Code: Voluntary Corporate Governance in a Post-IPO World
Traditionally, corporate governance codes were viewed as the domain of publicly listed companies. The UK Corporate Governance Code, QCA Code and AIM Rules set the tone for transparency, accountability and stakeholder engagement, all important to maintaining market confidence. But in recent years, a quiet shift has emerged. Large private companies are increasingly adopting corporate governance frameworks of their own, not because they need to, but because they want to.
This rise of the “Private Company Code” marks an evolution in how ambitious businesses view governance in a post-IPO world.
The changing landscape for private companies
The traditional incentive for governance, regulatory compliance, is no longer the only driver. Today, private businesses are operating under new pressures. Private equity investors, lenders and institutional shareholders expect the same rigour in decision-making and disclosure as listed entities. Employees and customers are also more discerning, expecting clarity of purpose, sustainability and ethical leadership.
In this environment, governance becomes less about ticking boxes and more about credibility. A well-structured framework demonstrates that a company is “exit-ready”, investor-friendly and resilient, qualities that directly support long-term value.
Voluntary Governance Codes: Beyond Compliance
The Wates Corporate Governance Principles for Large Private Companies provide a useful foundation for this voluntary movement. Increasingly, private companies adapt and build upon such frameworks, tailoring them to their own size, structure and risk profile.
For example, John Lewis Partnership operates under a formal Constitution that enshrines ethical leadership, accountability and employee participation, proving that private governance can be both values-driven and commercially effective.
Private groups are also beginning to formalise governance structures as part of strategic planning. This can include documented board evaluation processes, structured reporting protocols and published governance statements, not because regulation demands it, but because it builds trust with stakeholders.
The result? Better oversight, clearer accountability and a stronger foundation for future growth, whether or not an IPO or sale is on the horizon.
Corporate Governance as a Strategic Advantage
Strong governance can also become a differentiator in competitive markets. A private company that can evidence structured board reporting, conflict management and transparent stakeholder dialogue stands out to financiers and strategic partners alike.
Moreover, governance maturity can smooth the transition during periods of ownership change. Whether preparing for investment, refinancing or sale, businesses with established governance processes tend to command higher valuations and complete transactions more efficiently.
Looking Ahead
We are entering an era where governance is not defined by regulation, but by reputation. The most successful private companies will be those that view governance as a strategic enabler, a system that supports leadership, accountability, and sustainable success.
Voluntary governance may once have been seen as an unnecessary burden for private enterprises. Today, it is a signal to the market that a company is built to last.
At AC Legal, we help private companies design corporate governance frameworks that inspire confidence, strengthen decision-making and prepare for future growth or exit.
If your business is looking to evolve its corporate governance approach, our team can help you take the next step.