Governance, Regulatory and Compliance Committee report

Governance, Regulatory and Compliance Committee role

The Governance, Regulatory and Compliance Committee’s 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 2025.

Governance, Regulatory and Compliance updates

Main Market listing – the Committee oversaw the process of re-listing the Company’s shares on the Main Market of the London Stock Exchange, utilising the expertise of Oakley and the Company’s advisers. This process included the review and update of the Company’s Investment Policy (as detailed in this Annual Report & Accounts) in order to meet the FCA’s eligibility criteria for admission to the Official List. Following its review of the Investment Policy, the Committee recommended to the Board that this be approved, along with the updated suite of policy documents and public disclosures, such as the AIFMD Disclosure and the Key Information Document.

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 applicable to this year’s Annual Report and Accounts, and therefore several updates to the content of this report have been implemented. Meanwhile, the requirements under Provision 34 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 have undergone PIPA training provided by a third party. PIPA is similar to the European and UK General Data Protection Regulation (‘GDPR’). The Company already complied with GDPR, however it completed a gap analysis to ensure that specific PIPA obligations were met. In accordance with PIPA, OCI has 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 confirmed their intention to replace the EU-inherited Packaged Retail and Insurance-based Investment Products regulations (‘PRIIPs’) with a new framework for Consumer Composite Investments (‘CCI’). Following public consultation, the FCA published its final rules on the CCI regime in December 2025, with an 18-month implementation timeline. In accordance with the requirements of the CCI regime, the Company will publish a new product disclosure document known as a ‘Product Summary’ once the rules come into force in mid-2027. This Product Summary will replace the KID that the Company produced under the now-disapplied PRIIPs regime. In the interim, the Company has decided to voluntarily produce a KID, with costs disclosed as nil, until the new CCI framework comes into force. This interim approach ensures that costs and charges are presented 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.

Further information on OCI’s ongoing costs and charges are detailed in the Financial Statements within this Annual Report and Accounts.

Independent Compliance Review – the Committee engaged a third-party consultancy firm to conduct an independent review of the Company’s compliance policies and procedures. Following a thorough review, the Committee was pleased to hear that the findings from this review were non-material, and has directed the Oakley team to address remediation of the findings.

Tax compliance

The Committee continued to ensure that the Company’s tax affairs are managed in line with relevant tax regulations and the Company’s overall approach to governance and transparency. As in previous years, the Committee received presentations from external tax advisers and the Investment Adviser on the tax environment, tax compliance and overall approach, including education on Bermuda Corporate Income Tax which supported the Committee in concluding that it was not applicable for OCI at present.

On behalf of the Board.

Fiona Beck
Chair of the Governance, Regulatory and Compliance Committee