Board composition, independence, experience and training

The Company maintains a transparent and robust procedure for reviewing the composition of the Board, assessing Director independence, evaluating the suitability of, and appointing new Directors, and holistically assessing the skills and experience of the Board.

Composition – The Board’s process for the appointment of new Directors and proposed reappointment of existing Directors is conducted in a transparent, engaged, and open manner and is overseen by the Nomination Committee.

Following the retirement of Stewart Porter in November 2023, the Board was mindful that a new independent Director with the right experience would help to build on the breadth of skills of the existing Board members. After an extensive search, utilising the services of a specialist external search consultancy, the Company secured the appointment of Steve Pearce to the Board in November 2024.

In recognition of the value of refreshing its membership periodically, the Board has established fixed tenure for the Independent Directors, including the Chair, which is renewable by mutual agreement. The Nomination Committee of the Board prefers to retain the flexibility to assess the balance of skills, tenure and experience of the Board as a whole, while also noting the benefits of Board member longevity through private equity investment cycles. The Board has implemented a Board Succession Policy, which reflects this sentiment and guides the Nomination Committee in recommending potential director candidates. Further information is contained within the Nomination Committee report.

Independence – The Company voluntarily applies the UK Listing Rules and complies with the AIC Code obligations relating to Director independence. Independence is assessed and determined by the Company’s Nominations Committee. This assessment includes, but is not limited to, ensuring that the Directors do not have any other material relationships with, nor derive additional remuneration from or as a result of transactions with, the Company, its management or its partners, which in the judgement of the Board may affect, or could appear to affect, the independence of their judgement. For the avoidance of doubt, the receipt of remuneration for acting as a Director or any investment income attained by virtue of their ownership of shares in the Company are not considered to be factors when assessing Director independence.

Having reassessed the Board’s independence, with due consideration also being given to the appointment of Steve Pearce in November 2024, it has been determined that all independent Directors continue to be considered independent. The Company does not consider Peter Dubens or his alternate, David Till, to be independent by virtue of their respective positions held within the Oakley Group.

Director experience – The Directors have a range of experience, knowledge and expertise which enables them to effectively support and appropriately drive the Company’s strategy. These skills include but are not limited to:

• Private Equity and Investment markets
• Investment banking and M&A
• Risk management
• Finance and audit
• Digital and cybersecurity
• UK PLC governance

• Bermuda law and regulation.

Having due regard to their obligations to the Company and in light of Steve Pearce joining the Board, the Company’s Nominations Committee has concluded that the Board continues to have an appropriate balance of skills and experience, independence and knowledge of the Company to enable it to provide effective strategic leadership and sound governance.

Board training – The Company’s training programme is considered and overseen by the Governance, Regulatory and Compliance Committee of the Board and establishes both the induction programme for new Directors and ongoing training to ensure continued awareness and understanding of their duties, along with the risks the Company may face throughout their tenure, including but not limited to cybersecurity and market abuse.

The Board also receives thematic training from legal counsel, subject matter experts within Oakley and other specialists as appropriate. such as the Bermuda Personal Information Protection Act ('PIPA'), which came into force from 1 January 2025, as well as annual training refreshers on topics.

Ongoing costs & KID disclosure

For the period ended 31 December 2024, the Company’s ongoing charges were calculated as 2.87% (2023: 2.82%) of NAV.

The calculation is based on ongoing charges expressed as a percentage of the average NAV for the year. Ongoing charges are calculated in accordance with the guidelines issued by the AIC. They comprise recurring costs, including operating expenses that relate to the investment company as a collective fund and OCI’s share of the management fees paid by the underlying Oakley Funds. The calculation specifically excludes expenses, gains and losses relating to the acquisition or disposal of investments, performance-related fees and financing charges.

The Company has taken a proactive approach in engaging the AIC and the Treasury to ensure that any cost disclosure regime that might apply to listed investment companies is fit for purpose; allowing retail investors to: (a) compare "like-for-like" products; (b) easily interpret and use such comparison; and (c) clearly understand which are the "like-for-like" products that are helpful to compare (versus those that are not helpful to compare against).

In September 2024, the UK Financial Conduct Authority ('FCA') and HM Treasury confirmed their intention to replace the EU-inherited Packaged Retail and Insurance-based Investment Products regulations (‘PRIIPs’) with a new framework for Consumer Composite Investments (‘CCI’) in 2025.

In the interim, new legislation came into force in November 2024, exempting companies such as OCI from the PRIIPs framework, including the removal of the obligation for investment companies to produce a KID. The Company has decided to voluntarily produce a KID until the new CCI framework comes into force, however, it has removed the costs previously disclosed costs in the interim as they are now nil.

The AIC Code

The purpose of the AIC Code is to provide a framework of best practice in respect of the governance of investment companies. The Board considers on an ongoing basis the Principles and Provisions of the AIC Code. The AIC Code addresses the Principles and Provisions set out in the 2019 UK Corporate Governance Code (the ‘UK Code’), as well as setting out additional Principles on issues that are of specific relevance to the Company.

During 2024, the AIC published an updated version of its Code, including enhanced provisions on corporate culture reporting, risk management and internal controls, and Board effectiveness. The updated Code applies to accounting periods beginning on or after 1 January 2025 and is therefore not applicable to this year’s Annual Report and Accounts. Any required updates will be reflected in next year's report.

The Board considers that reporting consistent with the Principles of the AIC Code, which has been endorsed by the Financial Reporting Council, will provide shareholders with a market-comparable assessment of its governance programme.

Managing conflicts of interest

'Conflicts of interest' is a standing agenda item at each of the Company’s Board and committee meetings, requiring Directors to confirm any existing conflicts of interest and disclose any new potential conflicts as may arise. All conflicts are maintained within the Company’s conflicts of interest register and conflicted Directors do not take part in the decision and voting where they may be conflicted.

The independent members of the Board are responsible for making decisions about investments into Oakley Funds and Direct Investments capital structuring, selecting and engaging service providers, monitoring financial performance, ensuring an adequate system of internal controls, setting and monitoring the Company’s risk appetite, and ensuring that responsibilities to shareholders are understood and met.

The Company voluntarily applies the UK Listing Rules, where appropriate. The UK Listing Rules require the Company to include certain information in a single identifiable section of this Annual Report, or a cross-referenced table indicating where conflicts of interest are set out. The Directors confirm that there are no conflict disclosures to be made in this regard, save those listed below:

• Director Remuneration – The Remuneration Committee continues to determine that neither Peter Dubens nor his alternate, David Till, should receive a Director's fee due to their leadership of, and economic interest, in the wider Oakley Capital Group (including Oakley Capital Limited), which provides investment advisory, administration and operational services to the Company.
• Oakley Capital Limited (the 'Adviser') – The Company has in place an Administration Agreement and an Investment Advisory and Operational Services Agreement with Oakley Capital Limited, which is majority owned by Peter Dubens, a Director of the Company. The Company’s Management Engagement Committee conducts an annual review of the Adviser.
• Overlapping Director Appointments – The Directors’ appointments to the boards of other listed businesses are subject to regular review to ensure that any conflicts of interest are handled appropriately. These appointments are detailed in the Board of Directors section. It is noted that Caroline Foulger and Fiona Beck each hold overlapping external directorships for another publicly listed entity, Ocean Wilsons Holdings Limited. Having considered the activities of Ocean Wilsons Holdings Limited, the Board has assessed this 'overlapping' external directorship and continues to conclude that neither these directorships nor any other external directorships held by the Directors, present a conflict or otherwise create an issue for the Company or its shareholders.
• Time Out Group PLC – While its overall economic interest remained unchanged, the Company increased its direct shareholding in Time Out Group PLC ('Time Out') from 20% to 38% following: i) the in-specie transfer of shares in Time Out resulting from the liquidation of Oakley Capital Private Equity L.P. ('Fund I') in December 2023; and ii) the successful placing of new ordinary Time Out shares in November 2024. The Company’s participation in the placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules with the directors of Time Out taking appropriate advice and guidance from their nominated adviser. Further details are set out within Time Out’s RNS issued on 30 October 2024.
  

All Directors of the Company are required to hold shares in the Company. For the avoidance of doubt, each Director’s shareholding in the Company is not considered to present a conflict with the interests of the wider shareholder base, instead being viewed as an interest alignment mechanism ensuring that decisions made by the Directors are in the best interest of all shareholders. Directors’ shareholdings in the Company are disclosed within the Remuneration section of this report and publicly disclosed through RNS each time a Director buys in the Company.

Board information and support

Having reviewed and considered the information the Board has received throughout the year, it has been assessed as having been provided in a timely manner and of an appropriate quality to enable the Board to adequately discharge its responsibilities.

Papers have been provided to the Directors in advance of the relevant Board and committee meetings to allow adequate time for reading and for further enquiries from Directors prior to the meeting, where appropriate. Advanced issuance of materials also allows any Director who is unable to join a meeting to submit comments and questions in advance of the meeting.

Further, the Board of Directors have regular and open access to Oakley and other advisers which supports open and constructive discussion at Board and committee meetings.

Reports from the committees of the Board

The Board has delegated specified areas of responsibility to its committees. The terms of reference of all committees are available on the Company’s website here: https://www.oakleycapitalinvestments.com/about/board-and-governance/.

In practice, all Board members are eligible to attend all committee meetings, unless conflicts would preclude them from attending.

The Board assesses annually each committee’s performance against its terms of reference, and obtains Directors’ views of its effectiveness. Additionally, a Board Effectiveness Review is completed annually, considering the Board as a whole.