Board leadership and purpose
Division of responsibilities
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Principle A
A successful company is led by an effective Board, whose role is to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. The Board should ensure that the necessary resources, policies and practices are in place for the company to meet its objectives and measure performance against them.
Company position
Long-term sustainability, strategy development and the financial prospects of the Company’s business model are considered on an ongoing basis as part of actively engaged discussions by the Board.
Although past performance is not a guarantee of future results, the Company’s fund investments continue to demonstrate value creation, driven by earnings growth in underlying portfolio companies. The Board monitors the Company’s cash position closely to enable existing commitments to Oakley Funds and the annual share buyback programmes when appropriate.
The Nomination Committee performs an annual effectiveness assessment of the Board and each of its committees to ensure continuous enhancement of Board practices, with a focus on both risks and opportunities.
Principle B
The Board should establish the Company’s purpose, values and strategy, and satisfy itself that these align with its culture. All Directors must act with integrity, lead by example and promote the desired culture.
Company position
OCI aims to provide shareholders with consistent long-term returns in excess of the FTSE All-Share Index by providing exposure to private equity returns, where value can be created through market growth, consolidation and performance improvement. The Company’s investment policy can be found within this Annual Report.
OCI invests in funds and Direct Investments managed and/or advised by the Oakley Group, enabling investors who may otherwise not have access to private equity to share in the growth and performance of high-quality, private European companies in attractive sectors.
The Board actively fosters and supports a culture that is open to new ideas, and influences its service providers through effective challenge and regular and robust review of performance.
OCI focuses on overseeing its contracted relationship with Oakley, and as part of this, due consideration is given to alignment between the Company’s purpose, values, strategy and culture with that of Oakley.
Principle C
Governance reporting should focus on board decisions and their outcomes in the context of the company’s strategy and objectives. Where the board reports on departures from the AIC Code’s provisions, it should provide a clear explanation.
Company position
The Company’s regular Board and committee meetings provide frequent touchpoints for measuring the Company’s performance against its strategy and objectives. The adequacy, effectiveness and appropriateness of the resources available to the Board, and the controls that it oversees, are monitored regularly at Board meetings, and form a key element of the Board’s annual effectiveness assessment. The Directors’ report outlines the activities of the Board in more detail. Please refer to the various committee reports for the respective purposes and activities of each of the committees.
Risk appetite is set at least annually, a risk report is issued quarterly, and levels of risk are maintained within Board-approved limits. If a risk is deemed to be above an early warning threshold, the Board considers the taking of mitigating actions as a priority.
In cases where the Company departs from the provisions of the AIC Code, a clear explanation of this is included in this report.
Principle D
In order for the Company to meet its responsibilities to shareholders and other stakeholders, the Board should ensure effective engagement with, and encourage participation from, these parties.
Company position
The Board is committed to maintaining high standards of conduct and engagement with its shareholders and other stakeholders. Refer to the stakeholder engagement reporting section.
The Management Engagement Committee oversees and reviews the Company’s relationships with key service providers, ensuring accountability and promoting value-adding performance.
The Board remains committed to transparent reporting in all communications, including in Annual and Half-yearly Reports and Accounts via the Company website, through quarterly trading updates, and by means of annual shareholder meetings and Capital Markets Days. The Company has an Investor Relations programme with outreach to existing and potential shareholders, which includes regular quarterly feedback on the Company’s investor relations activities.
Principle E (not applicable)
The Board should ensure that workforce policies and practices are consistent with the Company’s values and support its long-term sustainable success. The workforce should be able to raise any matters of concern.
Company position
As agreed by the AIC and the Financial Reporting Council, Principle E is not applicable to externally managed investment companies. This Principle is therefore not addressed as part of this report.
Board leadership and purpose
Division of responsibilities
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Principle F
The Chair leads the Board and is responsible for its overall effectiveness in directing the Company. They should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the Chair facilitates constructive Board relations and the effective contribution of all Non-Executive Directors, and ensures that Directors receive accurate, timely and clear information.
Company position
As the Interim Chair of the Company’s Board, Steve Pearce leads a culture of constructive challenge, openness and accountability, and demonstrates commitment to the highest standards of corporate governance. Steve was deemed to be independent at the time of his initial appointment to the Board, and continues to be considered independent by the Board.
The responsibilities of the Board are set out in the Company’s bye-laws, which are published on its website: oakleycapitalinvestments.com/media/x0bhfpdm/bye-laws-of-oakley-capital-investments-2020.pdf.
The number of meetings of the Board and its committees, and the individual attendance by Directors, are noted within the Nomination Committee’s report here.
The Nominations Committee leads an annual Board Effectiveness Review, which includes an assessment of the effectiveness and independence of the Chair (or Interim Chair).
Principle G
The Board should consist of an appropriate combination of Directors (and, in particular, independent Non-Executive Directors) such that no one individual or small group of individuals dominates the Board’s decision-making.
Company position
Five of the Company’s six Directors are considered independent (Christopher Samuel, Kiernan Bell, Richard Lightowler, Fiona Beck and Steve Pearce).
Steve Pearce serves as the Interim Chair of the Board, stepping into the role following Caroline Foulger’s retirement in September 2025. Steve is an experienced investment banker with a wealth of experience in corporate finance and capital markets, having spent over 20 years advising UK listed PLCs and alternative investment funds.
Richard Lightowler serves as Senior Independent Director, providing an available path of intermediation for shareholders and other Directors, while also acting as trusted adviser and sounding board to the Interim Chair.
Peter Dubens is the founder and Managing Partner of the Oakley Capital Group, and hence is not considered independent. The independent members of the Board consider the membership of Peter Dubens and his alternate, David Till, to be a valuable component of the Board’s effectiveness. The Company implements a strict conflicts of interest policy to mitigate any potential interference with Directors’ judgement. The Company’s Directors are obliged to declare their personal interests and positions at the outset of their tenure, and on an ongoing basis thereafter. Where a Director conflict has been identified, the remaining Directors will assess the nature of the conflict and the risk it may pose to the decision-making process. The actions taken to mitigate conflicts will vary depending on the specific circumstances and may include, but are not limited to, obtaining legal advice on the conflict, excluding the Director from decision-making for a period of time, or delegating the Director’s vote to another Director.
As of November 2025, all independent directors are appointed as members of each of the Company’s committees. Historically, the attendance of non-committee member Directors had been a regular feature of the committee meetings. This development codifies and further enhances the transparency of the Company’s governing body. The culture of open and honest communication and forthright discussion means no individual dominates conversations that result in key decisions being taken by the Board.
Principle H
Non-Executive Directors should have sufficient time to meet their Board responsibilities. They should provide constructive challenge and strategic guidance, offer specialist advice and hold third-party service providers to account.
Company position
The Company regularly reviews and considers the number of external appointments each Director holds to ensure they have adequate time to dedicate to the Company, and the Board is satisfied that each Director has sufficient time to meet their respective responsibilities.
A regular Board calendar is established, ensuring that relevant meeting materials are provided in advance. Meeting timetables allow sufficient time to discuss agenda items and for robust discussion. Ad hoc meetings are held in accordance with business needs to discuss time-sensitive matters.
The Management Engagement Committee promotes and supports continuous improvement from both a tactical service delivery and a high-level strategic engagement perspective with all key service providers.
Operational and administration services are provided by Oakley. Clear separation is observed between the administration function, accounting and investment advisory services, and the Directors have regular direct access to both senior- and junior-level employees of Oakley as required.
Principle I
The Board, supported by the Company Secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to function effectively and efficiently.
Company position
Carey Olsen Bermuda provides the Company with corporate secretarial services and maintains the Company’s registered address at the Carey Olsen offices in Hamilton, Bermuda.
The Governance, Regulatory and Compliance Committee oversees the annual review of the Company’s policies and procedures, which are supported by the Oakley Compliance team.
The Directors and each of the committees continue to have access to independent professional advice, at the Company’s expense, as appropriate.
The Risk Committee focuses on maintaining robust risk oversight by reviewing risk policies and procedures throughout the year, receiving quarterly risk reports from Oakley, and ensuring that OCI operates within its defined risk parameters.
Board leadership and purpose
Division of responsibilities
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Principle J
Appointments to the Board should be subject to a formal, rigorous and transparent procedure, and an effective succession plan should be maintained. Both appointments and succession plans should be based on merit and objective criteria. They should promote diversity, inclusion and equal opportunity.
Company position
The Nomination Committee completes a formal due diligence process on all appointments, in addition to conducting annual reviews on the continued suitability of Directors.
The decision-making process for Director selection and succession planning incorporates the promotion of inclusiveness, diversity and variety of professional experience as well as personal strengths. This approach is codified within the Company’s Board Diversity and Succession policies.
The terms and conditions of appointment for Non-Executive Directors are detailed within their letters of appointment and are available for inspection at the Company’s registered office during normal business hours.
After a thorough recruitment process, Christopher Samuel and Kiernan Bell were appointed to the Board as independent Non-Executive Directors in November 2025 as detailed in the RNS announcement.
Principle K
The Board and its committees should have a combination of skills, experience and knowledge. Consideration should be given to the length of service of the Board as a whole, and membership regularly refreshed.
Company position
The Board considers the respective Directors’ skill sets and knowledge to be complementary and provide a balance of experience and tenure. Each of the Directors are subject to reappointment at the Company’s AGM following recommendations by the Nomination Committee.
Refer to the Directors’ report for the biography of each Director.
With the exception of Caroline Foulger, who retired from the Board in September 2025, all other incumbent Directors were re-elected to the Board during the September 2025 AGM. Christopher Samuel and Kiernan Bell, who were appointed to the Board in November 2025, will stand for reappointment as Directors, and Christopher Samuel will also stand for reappointment as Chair, at the next AGM in 2026. Due to the long-term nature of the Company’s investments in the Oakley Funds, Director continuity and succession planning are important considerations for the Nomination Committee of the Board.
Principle L
Annual evaluation of the Board should consider its performance composition, diversity and how effectively members work together to achieve objectives. Individual evaluation should demonstrate whether each Director continues to contribute effectively.
Company position
Board and Committee effectiveness is formally assessed each year and actively seeks feedback from key committee and Board meeting contributors from Oakley, which is reviewed by the Nominations Committee.
The Company’s objective of promoting diversity, inclusion and collaboration feeds into the nomination and evaluation process and is discussed within the annual diversity disclosure of this report.
Board leadership and purpose
Division of responsibilities
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Principle M
The Board should establish formal and transparent policies and procedures to ensure the independence and effectiveness of the external audit function and satisfy itself on the integrity of financial and narrative statements.
Company position
The Audit Committee considers the independence, quality and effectiveness of the external auditors at least annually.
The Company rigorously adhered to its policy and procedure to ensure the independence and effectiveness of external audit and integrity of the Financial Statements and narrative reporting, particularly as it relates to the approval of the provision of permitted non-audit services by the external auditor.
As a company listed on the FCA’s Official List, the Company is required to fully comply with the relevant provisions of the AIC Code. The Audit Committee has also determined that it will voluntarily apply aspects of UK Companies Act 2006, specifically, the 20-year maximum audit tenure for all UK Public Interest Entities under EU audit reform and UK adopted law. KPMG were first appointed as OCI’s Auditor for the year-end 31 December 2007, and in applying the mandatory rotation rules, the final year-end audit for KPMG will be 31 December 2026 or sooner. Consequently, the Audit Committee initiated a tender process 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 Oakley Capital Investments for the FY26 year-end. Accordingly, this year’s annual report for the year ended 31 December 2025 will be the final report audited by KPMG.
Principle N
The Board should present a fair, balanced and understandable assessment of the Company’s position and prospects.
Company position
The Company’s financial position and prospects are reviewed on an ongoing basis. This includes assessment and monitoring of emerging and principal risks relevant to the Company’s business model. The Annual and Half-yearly Reports and Accounts published in 2025 provided fair, balanced and understandable commentary on the Company’s position and prospects.
Board leadership and purpose
Division of responsibilities
Composition, succession and evaluation
Audit, risk and internal control
Remuneration
Principle O
The Board should establish and maintain an effective risk management and internal control framework and determine the nature and extent of the principal risks the Company is willing to take in order to achieve its long-term strategic objectives.
Company position
The Risk Committee of the Board proposes to the Board, at least annually, the level of risk tolerances, balancing risk and opportunity in line with OCI long-term objectives. Quarterly risk monitoring provides the Board with clear visibility over principal risks, distinguishing between those where the Board can set tolerances and exercise direct oversight, and those where monitoring focuses on early-warning indicators to support timely engagement with Oakley, service providers or other external parties as appropriate. Emerging risks are monitored on an ongoing basis and are considered for incorporation into the risk appetite framework as market conditions evolve or new strategic objectives emerge.
The Audit Committee maintains oversight of the Company’s internal financial reporting controls and considers the internal financial reporting controls operated by Oakley in respect of OCI. Any identified deficiencies or control weaknesses are escalated in a timely manner to the Board, which oversees the implementation and remediation of appropriate actions, working with the Investment Adviser and relevant service providers as required. No weaknesses or significant failures were reported in 2025.
The Board intends to further enhance its future risk management and internal control framework disclosures, in accordance with Provision 34 of the AIC Code.
Principle P
Remuneration policies and practices should be designed to support strategy and promote long-term sustainable success.
Company position
All Independent Directors of the Company are paid a fixed Directors’ fee established at a level to attract and retain high-quality candidates. Peter Dubens, who is not considered to be independent, does not receive a Directors’ fee.
Additionally, the Company has adopted a policy whereby Independent Directors are required to hold shares in the Company to the value of, at a minimum, one year’s fees within three years of appointment. As at 31 December 2025, all Directors who have been a Director of the Company for at least three years met this requirement.
Principle Q
A formal and transparent procedure for developing remuneration policy should be established. No Director should be involved in deciding their own remuneration outcome.
Company position
The Remuneration Committee benchmarks the Directors’ remuneration against market peers at least annually to assess the ongoing appropriateness and fairness of its remuneration framework. A review of Directors’ remuneration was conducted in July 2025, through which the Remuneration Committee gave due consideration to whether the remuneration paid is reflective of the level of engagement provided by the Directors and aligned with the Company’s peers. Further detail is included within the Remuneration Committee’s Remuneration report.
Principle R
Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of Company and individual performance, and wider circumstances.
Company position
In setting Directors’ fees, the Remuneration Committee considers a number of factors, including Company performance, operating complexities, individual contribution and market circumstances. The Company’s Remuneration Committee is responsible for the setting the remuneration of the Board, while ensuring that no Director determines their own remuneration.