Governance, Regulatory and Compliance Committee role

The Company’s Governance, Regulatory and Compliance Committee principal responsibilities are to consider, evaluate, monitor and thereby ensure the Company’s ongoing compliance with applicable laws and regulations, relevant codes, including the AIC Code best practice, 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. The Board members, or their respective alternate, attended the majority of Governance, Regulatory and Compliance Committee meetings held throughout 2024.

Governance, Regulatory and Compliance updates

AIC Code – the Committee notes the Association of Investment Companies has published an updated version of its AIC Code, and that the updated Code applies to accounting periods beginning on or after 1 January 2025, with the exception of Provision 34, which is applicable for accounting periods beginning on or after 1 January 2026. The updated Code is therefore not applicable to this year’s Annual Report and Accounts. Any required updates, which are not anticipated to be material, will be reflected in next year's report. 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.

The Company’s compliance with the AIC Code is summarised as part of the Corporate Governance report.

PIPA – The Bermuda Personal Information Protection Act (‘PIPA’) came into force on 1 January 2025 and all Board members undertook PIPA training provided by a third party. PIPA is similar to the European and UK General Data Protection Regulation or ‘GDPR’. The Company already complied with GDPR, however completed a gap analysis to ensure that specific PIPA obligations were met. In readiness for PIPA, OCI appointed a Privacy Officer and, with support provided by Bermuda legal counsel and Oakley Capital, reviewed and updated its internal policies and procedures, and updated the privacy notice published on the Company’s website.

Cost and charge disclosure – In 2024, the UK FCA and HM Treasury announced that the existing UK Packaged Retail Insurance-based Investment Products (PRIIPs) Regulations would no longer be applicable to closed-ended investment companies, such as OCI, referred to as forbearance. This position was reinforced by new legislation, the Packaged Retail and Insurance-based Investment Products (Retail Disclosure) (Amendment) Regulations 2024, which came into effect in November 2024 and specifically excludes such companies from the requirements on the PRIIPs framework. As a result, OCI is no longer required to publish its ongoing costs by way of a KID, and the Company is following the consultation regarding the FCA’s CCI regime framework.

In the interests of transparency, the Company currently continues to publish a KID with costs and charges set as nil to accurately represent the charges incurred directly by the shareholders, and directs shareholders or prospective investors to the Annual Report and Accounts for details of the costs and charges borne by the Company.

OCI welcomes these measures as they empower investors to make fully informed decisions based on accurate information. Further information on OCI’s ongoing costs and charges are detailed in the Financial Statements within this Annual Report and Accounts.