Management Engagement Committee role

Reviews on a regular basis the appointment, remuneration and performance of the key service providers to the Company, with a particular focus on Oakley, which is appointed as the Investment Adviser, Administrator and Operational Services Provider.

The Committee is focused on the quality and value of the services provided throughout the year.  It monitors this by assessing performance throughout the year, supported by targeted assessments of controls, reporting and maintaining strong interactions with service providers.

The Chair of the Management Engagement Committee is appointed by the Board of Directors.

The Management Engagement Committee met two times during the year and is scheduled to meet three times during 2024. The Committee formally reports to the Board on its proceedings.

Investment Adviser, Operational Service Provider and Administrator

The Management Engagement Committee key focus continues to be the provision of services and performance by Oakley and alignment with the Investment Advisory and operational services and Administration Agreements in place with this key service provider. Other service providers were considered for review during the year and it was assessed that no further specific reviews would be performed in 2023 as they continue to be less material in nature, being reviewed on rotation and, importantly, no issues or exception reporting was identified during the year.

Factors assessed by the Committee during the year include:

• quality of financial reporting;

• the quality and effectiveness of internal controls (as observed in Audit Committee report and the Directors' report);

• the continued performance of Oakley in line with contractual arrangements and key performance indicators along with the holistic performance throughout the year;

• the depth and quality of reporting provided by the Oakley risk and compliance teams throughout the year to other committees of the Company;

• ongoing support provided by the Oakley investor relations team and, in particular, ongoing engagement with shareholders; and

• continued evolution of ESG and diversity activities.

In reviewing the performance of Oakley, the Committee’s reviews have concluded that Oakley continues to meet its obligations under the Investment Advisory and Operational Services Agreement and the Administration Agreement and the key performance indicators. Further, Oakley has increased the amount of resource in place to deliver the services set out under these agreements, enhanced its enterprise and fund risk oversight, monitoring and reporting frameworks, providing the Company with greater insight and comfort that its regulatory obligations continue to be met. The Committee’s 2023 review notes that Oakley has worked to address the findings from the 2022 review. Various minor enhancement opportunities were identified, which have been accepted by Oakley. The Committee was particular to point out that prioritising progress on the direct investments is a key objective for OCI in 2024.

The Committee unanimously recommended to the Board that the engagement with Oakley be continued and commended them on their performance and delivery during the year.

Other key service providers

While the selection and instruction of key third-party service providers continues to remain the purview of the Board, in most instances, the day-to-day relationships with other key service providers are managed by employees of Oakley on behalf of the Company.  Throughout the year, members of both the Committee and wider Board regularly discussed the performance of its legal, financial advisory, brokerage, corporate secretarial and administration service providers.

Diversity and inclusion

The Company continues to welcome and encourage inclusion and diversity across its key service providers and its Board, recognising the benefits brought through diversity of thought. The Board believes that a wide range of experience, perspectives, skills and personalities allows Directors to share varying perspectives and insights, helping to create an environment of balanced and inclusive decision-making.

The Committee promotes the importance of leading by example on and encouraging inclusion, equity and diversity as it relates not only to Oakley, but also to the composition of Oakley portfolio company founders, boards and leadership teams, and has duly considered diversity and inclusion reporting provided by Oakley in relation to the underlying investments.

On behalf of the Board.

Caroline Foulger
Chair of the Management Engagement Committee