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The Governance, Regulatory and Compliance Committee ensures continued improvement to governance practices, and compliant conduct of the Company’s business.
Fiona Beck Chair of the Governance, Regulatory and Compliance Committee
Other Governance, Regulatory and Compliance Committee members:
Caroline Foulger Committee member
Achievements in 2023
- Collaboration with Oakley Capital on IT and cybersecurity assessments and resiliency
- Ongoing screening of direct shareholder across the UK, US and EU sanctions and watch lists
- Detailed monitoring of ongoing obligations and Director responsibilities
- Streamlining the Company’s policies and procedure documents
- Appointment of Fiona Beck as Chair of the Committee
- Assessment of the Pillar 2 Global Minimum Tax rules on OCI's corporate income tax, which was concluded to have no impact on OCI.
Objectives for 2024
- Readiness for the Bermuda Personal Information Protection Act (PIPA)
- Ensuring the Board effectively oversees and implements changes in regulation, governance and compliance requirements.
Governance, Regulatory and Compliance Committee role
Ensures continued improvement to governance practices, and compliant conduct of the Company’s business.
The principal duties of the Governance, Regulatory and Compliance Committee are to evaluate, monitor and thereby ensure the Company’s ongoing compliance with the relevant codes, including the AIC Code best practice, applicable laws and regulations and general compliance with and maintenance of the Company’s policies.
The Committee met three times during the year and formally reports to the Board. Attendance is encouraged for all Board members, as it serves as a forum for regulatory awareness and complements the broader annual training programme.
Governance
The Committee continues to consider and track the Company's alignment with the 42 provisions and 18 principles of the AIC Code (which is aligned to a significant extent with the UK Corporate Governance Code), including observed market best practice as it relates to the implementation thereof.
The Company’s compliance with the AIC Code is summarised as part of the Corporate Governance report.
Regulatory and compliance
The ongoing conflict between Russia and Ukraine and, more recently, the increased tensions and conflict in the Middle East continue to present a heightened sanctions risk to companies across a variety of sectors.
Building on enhanced screening completed by the Oakley compliance team and other relevant service providers, the Committee continues to oversee the robustness of initial and ongoing due diligence performed on investors in the Oakley Funds, the underlying portfolio investments and the Company’s direct shareholder against global sanction lists. The Company can confirm that it has no direct operational or financial exposure to Russia, Ukraine, Israel or Palestine.
The Committee also monitors compliance with relevant London Stock Exchange regulations and Bermuda legal obligations and that Directors strictly adhere to the Company’s Share Dealing Code.
Tax compliance
The Committee continued to ensure the Company’s tax affairs are managed in line with relevant tax regulations and the Company’s overall approach to governance and transparency. As in previous years, the Committee received presentations from external tax advisers and the Investment Adviser on the tax environment, tax compliance and overall approach.
The Committee has also commissioned a Company tax policy to guide the Company on economic substances matters, and to provide guidance to the Directors on Board meeting attendance when travelling outside of Bermuda.
Fiona Beck
Chair of the Governance, Regulatory and Compliance Committee
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The Committee continued to ensure the Company’s tax affairs are managed in line with relevant tax regulations and the Company’s overall approach to governance and transparency.
Fiona Beck Chair of the Governance, Regulatory and Compliance Committee