Audit Committee report

During the year, the Audit Committee reviewed and approved the publication of the quarterly NAV and the Half-yearly Report and Accounts. In approving the FY25 Annual Report, the Committee undertook a thorough assessment to confirm to the Board that financial and narrative reporting is fair, balanced and understandable. This was achieved through the Committee’s review process, which was performed in accordance with the criteria laid out in the AIC code.

The Committee conducted more than one review of the full Annual Report ahead of its final approval, and in doing so, enhanced the report through feedback provided. The Committee focused on ensuring that the narrative sections presented required disclosures in a clear, accessible manner for shareholders, providing the appropriate information to enable assessment of the Company’s position, performance, business model and strategy.

The Committee is responsible for oversight of the external Audit, including (but not limited to): assessment of audit quality, including the audit team’s qualifications, expertise, resources and the overall effectiveness of the audit process; approval of their remuneration; approval of their terms of engagement; assessing annually the audit team’s independence and objectivity; and monitoring the Auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners and specialists.

The Company’s Auditor is KPMG Audit Limited (‘KPMG’ or the ‘Auditor’), located in Hamilton, Bermuda, which has been the Company’s Auditor since 2007. Given the Audit Committee’s responsibility to review the performance of the Auditor annually, the Audit Committee met with KPMG three times via their contribution at Audit Committee meetings including in executive session. The Audit Committee chair also met with KPMG privately outside of the Committee meetings and has access to Oakley’s assessment of their performance through conversations and reports provided by Oakley’s Chief Financial Officer and Group Finance Director. Together, this interaction supported the Audit Committee’s conclusion that the audit was effective.

The Audit Committee applies the AIC Code and voluntarily applies aspects of the UK Companies Act 2006, as OCI is a UK listed company. Under the voluntarily adopted EU audit reform and UK adopted law, there is a 20-year maximum audit tenure for all UK Public Interest Entities, with the final year-end audit for KPMG required to be 31 December 2026 or sooner. Consequently, the Audit Committee initiated a tender process, including a challenger audit firm, to appoint a new auditor one year ahead of this deadline, with the new auditor appointed for the FY26 audit. Three firms were included in the tender process, with Deloitte Ltd being appointed as the Auditor of OCI for the FY26 year-end. The Audit Committee would like to thank KPMG for their service and quality of work during their tenure as auditor.

The Audit Committee is committed to maintaining the highest standards of audit quality and governance in accordance with applicable regulatory requirements. During 2025, the Committee assessed compliance with the FRC’s ‘Audit Committees and the External Audit: Minimum Standard’, ensuring that the Company’s audit oversight processes, tender procedures and reporting disclosures meet the required standards. The Committee notes that neither the Company nor its external auditor, KPMG, have been subject to FRC inspection or regulatory review during the financial year. The Committee remains cognisant of FRC audit quality reports and inspection findings published in relation to the audit profession more broadly, and will continue to monitor and respond to any emerging best practice or regulatory developments. The Committee is satisfied that the Company’s audit processes and governance arrangements provide robust oversight of external audit quality and safeguard the interests of shareholders and other stakeholders.

OCI has a non-audit policy for approval of permissible non-audit services, which must be approved in advance by the Audit Committee, at which consideration is given to the impact on independence, potential conflicts of interest, the nature of the work being performed, the ability of the team conducting the work and its relationship to the Audit team, and the quantum of fees in relation to the audit fee, in accordance with the Company’s non-audit services policy.

OCI’s FY25 audit fee was £0.19 million (2024: £0.17 million) and non-audit fees paid to KPMG amounted to £0.18 million (2024: £nil), which primarily related to OCI’s move to the Main Market of the London Stock Exchange. Accordingly, the Audit Committee concluded that there is no threat to KPMG’s independence. Further, KPMG confirmed to the Audit Committee that it is satisfied that it has acted in accordance with relevant ethical and regulatory requirements regarding independence.

The Audit Committee has a responsibility to oversee the internal control environment of OCI and Oakley to assess the likelihood that a control failure could result in a material misstatement in the financial statements, loss to the business, or significant reputational damage, penalties or sanctions.

The Audit Committee receives regular reporting from the Oakley Compliance function, and in line with its annual process, the Management Engagement Committee conducted a formal assessment of the performance of Oakley, including the operating effectiveness of financial reporting controls and reports back to the Board, with no material issues noted during the period.

Additionally, no material control weaknesses or any suspicions of potential fraud were identified by the Company during the year and up to the date of approval of the Annual Report and Accounts.

The Audit Committee also considers the potential need for an internal audit function on an annual basis and has concluded that, currently, adequate internal Oakley assurance processes exist to satisfy and validate the adequacy of internal controls.

The Company did not receive any whistle-blowing reports during 2025 and continues, along with its key services providers, to implement clear whistle-blowing and anti-bribery and corruption policies.

The Company engages service providers to carry out all significant operating and financial reporting activities. The Management Engagement Committee monitors the performance of all key service providers, including a consideration of their internal controls and compliance activities. The Company receives direct reporting from the service providers on internal controls, the identification of any weaknesses or significant changes in process.

In November 2025, the Board agreed to combine the Company’s Audit Committee and Risk Committee into one Audit-Risk Committee, to enhance efficiency of decision-making and to align with market practices. This change will take effect from FY26 onwards.

The Audit Committee determined that it would appoint all of the Company’s independent Directors to the Committee. In keeping with the AIC’s Principles, the Interim Chair of the Board, and Chair designate, will not chair the Audit Committee, though they are members of the Committee. This is considered appropriate for the Committee for several reasons, including the fact that Steve Pearce was independent when joining the Company as a Director (and continues to be considered to be independent), that the Committee being comprised of a larger group is beneficial to the functioning of the Committee in terms of the robustness of its decision-making processes, and that the expanded membership ensures that the Interim Chair participates on the same basis as other constituent members.

On behalf of the Committee.

Richard Lightowler
Chair of the Audit Committee