Stakeholder reporting
Engaging with our
stakeholders
The Board is committed to understanding OCI’s stakeholders’ views and considering their interests in Board discussions, decision-making and reporting. This includes considering the effect of decisions in the long term, the impact of the Company’s operations on the community and environment, fostering the Company’s business relationships with service providers, and maintaining a reputation for high standards of business conduct.
Our key stakeholder groups
How the Board engages
Below are examples of key topics of relevance to the stakeholder group and how their interests have been considered in decision-making.
Stakeholder group
Shareholders
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The support of our current and future shareholders is critical to the continued success of the business. We believe our shareholders are interested in our capital allocation strategy and the maintenance of high standards of conduct and corporate governance. The Board recognises the importance of engaging with shareholders, and endeavours to communicate clearly and regularly act upon their feedback.
How the Board engages
Shareholder engagement: The Board receives regular updates on key topics discussed with shareholders from Oakley’s Investor Relations Team who coordinate a dedicated shareholder outreach programme throughout the year. The Board members also meet or connect with individual shareholders on an ad hoc basis, through which they are able to directly consider and reflect on shareholder feedback.
Capital Markets Day: An annual event consisting of presentations to institutional shareholders and analysts by members of the Board, senior managers from Oakley and management of underlying portfolio investment companies.
Publications: OCI’s Annual Report and Accounts, along with the Half-year Report and Accounts, and other stock exchange releases, are published on our website. Further, the Company engages market analysts and commentators, both proactively and reactively, to support its ongoing commitment to transparency.
Key topics during the year
The quarterly trading and NAV updates provided throughout 2024 set out the highlights during each period. These highlights include the expansion of the Company’s loan facility to £225 million, a series of investments made by Fund V, Origin I and Origin II, in addition to the completion of successful exits from Fund III and Fund IV investments, resulting in look-through proceeds of £179m for the Company.
Considering stakeholder interests
All Directors of the Company are required to hold shares in the Company to the value of one year’s fees within three years of appointment, aligning their interests with the Company’s wider shareholder base.
The Company issues quarterly NAV updates and regular RNS announcements to inform shareholders of key transactions by OCI and the Oakley Funds, increasing transparency and facilitating greater shareholder engagement.
The Board was pleased that the exceptional quality of the Company’s 2023 Annual Report and Accounts was recognised by five award wins. Notably, OCI won 'Best Report and Accounts – Alternative' at the AIC Shareholder Communication Awards for the third time, as well as awards across the corporate reporting, investor relations and digital landscape, demonstrating the effectiveness of the Annual Report and Accounts in informing stakeholders about OCI and its underlying portfolio investment activity.
The Board optimises capital management through capital allocation to the Oakley Funds, such as buybacks, dividends and other capital management levers. The company has transacted £72 million in share buybacks since 2019 and will instigate further buybacks when there is appropriate liquidity to do so, taking into consideration factors such as outstanding investment commitments, the anticipated cadence of capital calls and future fund opportunities.
Stakeholder group
The community and environment
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Responsible investing and the consideration of sustainability topics are key matters for the Board and are central to the way the Company operates.
The Directors believe that appropriate and robust assessments of sustainability and ESG-related opportunities and risks will lead to more resilient business, creating long-term, ongoing value, and this is reflected in OCI's own initiatives as well as through partnerships with Oakley.
How the Board engages
Regular updates: The Board receives regular updates from Oakley’s Head of Sustainability and has been fully engaged regarding the activities of Oakley Capital and the Oakley Funds throughout the year. The Board also continues its own outreach initiatives and makes a conscious effort to ensure it is keeping up to date with developments in the ESG topics, particularly as they relate to transparent stakeholder communication and reporting given its responsibly to OCI’s investors.
Key topics during the year
Throughout the period, the Directors considered the Company’s approach to EDI, its carbon footprint assessment, reports from the Investment Adviser on the underlying portfolio companies, ESG programmes and progress, as well as continuing the implementation of Bermuda-based impactful outreach initiatives.
Considering stakeholder interests
OCI pledges to actively support the local community and organisations which are aligned to its corporate values, placing particular focus on outreach initiatives which advance education and reduce emmissions. OCI’s continued partnership with Oakley reflects the Board's support of Oakley’s strong sustainability foundation and the stewardship programme conducted across the Oakley portfolio, in collaboration with the management teams.
See the ESG section of this report for further detail.
Stakeholder group
Oakley Capital Limited
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Oakley Capital Limited is the Company’s appointed Investment Adviser, Administrator, and Operational Services Provider, and the Company invests solely in funds and Direct Investments managed or advised by the Oakley Group. The Board therefore considers that maintaining a strong, collaborative partnership with Oakley is critical to the delivery of the Company’s strategy, as well as facilitating operational efficiencies through the leverage of resources and capabilities across the Oakley Group.
How the Board engages
Regular reporting: The Company receives quarterly reports from the Investment Adviser on the performance of the Funds and the Direct Investments, highlighting performance and potential new investments and strategies, in addition to a range of other matters, including compliance and risk matters, capital allocation and planning proposals.
Continuous dialogue: The Board maintains open and constructive dialogue with the Company’s Investment Adviser, engaging on key matters impacting OCI.
Face-to-face meetings: The Board invites representatives from the Investment Adviser to present in person regularly, both at planned Board meetings at least four times per year as well as for ad hoc matters as appropriate.
Key topics during the year
The Board engaged with Oakley regarding the recent placement of Time Out shares, with the Company continuing to hold c.38% of the Time Out shares. Meanwhile, Oakley supported OCI with the conversion of $107 million of its preferred equity position in North Sails into ordinary equity, allowing OCI to better participate in future returns.
The Management Engagement Committee conducts an annual review of both the performance of the funds against peers and market benchmarks and against the activities set out in the contractual service agreements between the parties, as discussed in greater detail within the Management Engagement Committee report.
Considering stakeholder interests
OCI continues to benefit from the investment Oakley is making in its process and technology infrastructure, most notably via the enhanced and timely reporting provided to OCI by Oakley in its role as Administrator, and Operational Services Provider. During the year, several implementations have taken place across the Oakley finance function in support of the centralisation and standardisation of financial reporting.
Stakeholder group
Service providers
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OCI engages independent service providers in addition to Oakley where it is considered appropriate to do so. Ensuring continued effective working relationships with these counterparties is key to delivering on our strategy and ensuring that we continue to operate effectively.
How the Board engages
The Management Engagement Committee is tasked by the Board to oversee the efficacy of the Company’s services providers, ensuring regular dialogue and engagement with the key providers on a periodical cycle.
Key topics during the year
The Management Engagement Committee considers the cadence of its key service providers' review plan annually and, during 2024, in addition to its annual review of Oakley, completed a formal review of Carey Olsen as corporate services provider, and Computershare as both registrar and depositary. These reviews focused on the service levels provided to the Company, the fees paid to the service providers and the quality of engagement with each provider.
Considering stakeholder interests
The Management Engagement Committee’s reviews of Carey Olsen and Computershare identified no material findings, with the services provided to the Company and the fees charged by both providers aligning with the contractual arrangements and the Board's expectations.
The Management Engagement Committee will continue to consider the frequency of key service providers reviews and will work closely with each, as we believe the receipt of high-quality services contributes to the long-term success of OCI.
During 2024, the Company replaced its financial adviser and broker, Liberum Capital, with Deutsche Numis. Deutsche Numis is one of the leading and most active specialists in the Investment Trust sector, enabling OCI to take advantage of their expertise as the Company continues to grow.
Board commitment
Section 172 of the Companies Act 2006
OCI has complied with Section 172 of the UK Companies Act 2006 (‘Section 172’), as set out in the Association of Investment Companies Code of Corporate Governance. The Board is committed to promoting the long-term success of the Company while conducting its business in a fair, ethical and transparent manner. The Board recognises the intention and importance of Section 172, which requires Directors to act in good faith and in a way that is the most likely to promote the success of the Company, and has chosen to adopt the provisions accordingly. Accordingly, the Directors consider the interests of the Company’s stakeholders (as laid out above) and pay due regard to the:
a) likely consequences of any decision in the long-term;
b) interests of the Company’s employees;
c) need to foster the Company’s business relationships with suppliers, customers and others;
d) impact of the Company’s operations on the community and the environment;
e) desirability of the Company maintaining a reputation for high standards of business conduct; and
f) need to treat stakeholders fairly.