Management Engagement Committee role

The purpose of the Committee is to review on a regular basis the appointment, remuneration and performance of, and contractual arrangements with key service providers to the Company.

Oakley is the Company’s main service provider, as the Investment Adviser, Operational Services provider and Administrator of the Company.

The annual review of Oakley focuses on ensuring that the ongoing quality and value of the investment advisory, operational and administrative services provided throughout the year against the agreed KPIs. The review also includes an assessment of the performance of the Company’s Fund and Direct Investments for which Oakley provides investment advice to the Company, including an ongoing benchmarking exercise comparing share price to Total NAV return against the Company's peer group.

During 2024, the Committee also conducted a review of two of its key service providers: Carey Olsen as Company Secretary and Computershare as both registrar and depositary.

The Management Engagement Committee met three times during the year and is scheduled to meet three times during 2025. The Committee formally reports to the Board on its proceedings and the Chair of the Committee is appointed by the Board of Directors.

Investment Adviser, Operational Service Provider and Administrator

The Committee’s key focus continues to be the services performed by Oakley, and ensuring these align with the Investment Advisory and Operational Services and Administration Agreements.

Factors assessed by the Committee within its reviews during the year include:

• consideration of matters raised by the Committee in previous reviews, and progress made by Oakley in relation to the same;
• the financial performance of the Oakley Funds against peers;
• 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 KPIs 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.

Having reviewed the services set out within the agreement and the agreed KPIs, and having reflected on the Adviser’s interactions with the Company during the period, the Committee’s review notes that:

I. the Adviser continues to be a Top performer when benchmarking the financial performance of the Oakley Funds against peers, with Fund III performing in the top 5% across all KPIs and Fund IV performing in the top quartile across the majority of KPIs.

II. the services received from the Adviser through 2024 continued to be of a high standard, and the associated costs are considered to be both consistent with the market and commensurate with the value provided;

III. the Adviser continued to make iterative resource and procedural enhancements which build on the recommendations raised within the 2023 review; and

IV. the Adviser is instructed to further prioritise progressing initiatives to realise on the Direct investments the Company has in Time Out and North Sails.

The Committee unanimously recommended to the Board that the engagement with Oakley be continued and noted the Adviser's ongoing commitment to the agreed KPIs during the year.

Other key service providers

Throughout the year, members of both the Committee and wider Board regularly discussed the performance of its service providers. During 2024, the Committee conducted planned reviews of Carey Olsen and Computershare. Following each of these reviews, the Committee concluded that the Company continues to receive a good level of service from each service provider and therefore recommended to the Board that the engagement with each provider continues for the following year.

No other service providers were subject to an in-depth review during the year, as this did not fall within the scope of the intended rotational reviews. The Committee intends to continue reviewing other key service providers on rotation, informed by various factors, including any issues arising as part of the receipt of services.

While the selection and instruction of key third-party service providers remains the purview of the Board, in most instances, the day-to-day relationships with other key service providers are managed by Oakley on behalf of the Company.

Service provider diversity and inclusion

The Company welcomes and encourages diversity and inclusion across its key service providers and its Board. The Board believes that a wide range of experience, perspectives and skills allows the 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, equity, diversity and inclusion ('EDI') within the Company, as well as within Oakley and the underlying portfolio, and has duly considered diversity and inclusion reporting provided by Oakley in relation to the underlying investments.

In addition, the Board fully supports Oakley’s approach to EDI. Over the last few years, Oakley has increased its emphasis on EDI, including the implementation of policies around parental leave, development of training programmes to support staff through career progression and life milestones, and implementation of annual employee feedback surveys which underpin Oakley’s EDI programme.

On behalf of the Board.

Caroline Foulger
Chair of the Management Engagement Committee