Composition of the Board

Board changes

Following nine years of service, Caroline Foulger retired as Chair and Director on 2 September. The Board thanks Caroline for her significant contribution over the past nine years, and wishes to highlight the key role that she played in OCI’s growth and in helping more investors understand and access listed private equity.

The Board welcomes Christopher Samuel and Kiernan Bell as new independent Non-Executive Directors of the Company. Christopher is an experienced Chair and non-executive director with extensive financial services expertise. Kiernan is an experienced legal professional with over 30 years’ experience in corporate governance, restructuring, and commercial litigation. These appointments follow an extensive recruitment process, supported by two independent search firms to recruit from an international pool of candidates, with a particular focus on candidates with expertise in the UK investment trust sector.

Christopher will become Chair of the Board in March 2026 after a planned transition period from Steve Pearce, who was appointed as Interim Chair in September 2025.

In accordance with the Company’s bye-laws and the principles of the AIC Code, all Directors of the Company wishing to continue as Directors will, at the next Annual General Meeting (‘AGM’), retire from office and, if appropriate, seek reappointment.

View the Company’s bye-laws.

The Company’s Board is supported in its business by a series of committees: the Audit Committee, the Risk Committee (merged to form the Audit-Risk Committee with effect from FY26), the Governance, Regulatory and Compliance Committee, the Nomination Committee and the Remuneration Committee, in accordance with the AIC Code. In November 2025, each of the committees determined that they would appoint all of the Company’s Directors to each of the respective committees. This decision further enables robust decision-making and the independence of the Company from Oakley. In keeping with the AIC’s principles, the Interim Chair of the Board was not the Chair of the Audit Committee and is not the chair of the newly formed Audit-Risk Committee. Please see further details, including the assessments of each of these appointments, within the respective Committee reports.

Following Caroline Foulger’s retirement, and the appointments of Christopher Samuel and Kiernan Bell, the Board is now comprised of 33.3% female and 66.7% male Directors. Of the six Board members, only Peter Dubens has been assessed by the Board as not being independent due to his, and his alternate’s (David Till), involvement with the Oakley Capital Group, which provides the Company with investment advisory, administration and operational services.

The Independent Directors consider both Peter’s and David’s involvement in the Company’s Board to be accretive to the overall performance of the Company, providing strategic industry insight. Peter and David recuse themselves from decision-making processes where an actual or potential conflict of interest is identified, such as not taking part in votes on commitments to the Oakley Funds or decisions relating to Time Out or North Sails. Oakley ensures that the level of information provided to OCI is consistent with that provided to other limited partners of the Oakley Funds.

Board activity

The Board met formally ten times during 2025, in addition to the Board members’ participation in the individual committees, as discussed elsewhere in this report, and other ad hoc meetings. This Board is currently scheduled to meet formally nine times during 2026, with Directors regularly participating in additional meetings as necessary for the Board to properly discharge its duties.

Biographies of the Directors, including details of their relevant experience and other current directorships, can be viewed in the Board of Directors section.