Stakeholder reporting
Engaging with
our stakeholders
The Board is committed to understanding OCI’s stakeholders’ views and considering their interests in Board discussions, decision-making and reporting. This includes considering the effect of decisions in the long term, the impact of the Company’s operations on the community and environment, fostering the Company’s business relationships with service providers, and maintaining a reputation for high standards of business conduct.
Our key stakeholder groups
How the Board engages
Below are examples of key topics of relevance to the stakeholder groups and how their interests have been considered in decision-making.
Stakeholder group
Shareholders
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Why is this important?
The support of our current and future shareholders is critical to the continued success of the business. We believe our shareholders are interested in our capital allocation strategy and the maintenance of high standards of conduct and corporate governance. The Board recognises the importance of transparency in our engagement with shareholders, and endeavours to regularly act upon their feedback.
How the Board engages
Shareholder engagement: The Board receives regular updates on key topics discussed with shareholders from Oakley’s Investor Relations team, who coordinate a dedicated shareholder outreach programme throughout the year. The Board members also meet or connect with individual shareholders on an ad hoc basis, through which they are able to directly consider and reflect on shareholder feedback.
Capital Markets Day: An annual event consisting of presentations to institutional shareholders and analysts by members of the Board, senior managers from Oakley and management of underlying portfolio investment companies.
Main market listing: In August 2025, the Company completed the re-listing of OCI’s shares on the London Stock Exchange’s Main Market. Led by the Board, this was a key initiative designed to enhance the marketability of the Company’s shares, as well as increasing access to the shares for potential shareholders. As part of the process, the Board engaged with shareholders over the months prior to the move, in addition to reviewing and approving the new Investment Policy and other associated documents. The Board also oversaw the gap analysis process supported by Oakley, ensuring continued compliance with applicable regulations following the completion of the project.
Publications: OCI’s Annual Report and Accounts, along with the Half-year Report and Accounts and other stock exchange releases, are published on our website. Further, the Company engages market analysts and commentators, both proactively and reactively, to support its ongoing commitment to transparency.
Reporting: The quarterly trading and NAV updates provided throughout 2025 set out the highlights during each period. These highlights include the expansion of the Company’s loan facility to £325 million, a series of investments made by Fund V, Origin I, Origin II and Fund VI, in addition to the completion of successful exits from Fund III and Origin I investments, which contributed to total look-through proceeds for the year of £92 million for the Company.
Considering stakeholder interests
All Directors of the Company are required to hold shares in the Company to the value of one year’s fees within three years of appointment, aligning their interests with the Company’s wider shareholder base.
The Company issues quarterly NAV updates and regular RNS announcements to inform shareholders of key transactions by OCI and the Oakley Funds, increasing transparency and facilitating greater shareholder engagement.
The Board was pleased that the exceptional quality of the Company’s 2024 Annual Report and Accounts was recognised by six award wins. Notably, OCI won ‘Best Report and Accounts – Alternative’ at the AIC Shareholder Communication Awards for the fourth time, as well as awards across the corporate reporting, investor relations and digital landscape, demonstrating the effectiveness of the Annual Report and Accounts in informing stakeholders about OCI and its underlying portfolio investment activity.
Stakeholder group
The community and environment
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Why is this important?
Responsible investing and the consideration of sustainability topics are key matters for the Board and are central to the way the Company operates.
The Directors believe that appropriate and robust assessments of sustainability and ESG-related opportunities and risks will lead to more resilient business, creating long-term, ongoing value, and this is reflected in OCI’s own initiatives as well as through partnerships with Oakley.
How the Board engages
Regular updates: The Board receives regular updates from Oakley’s Head of Sustainability and has been fully engaged regarding the activities of Oakley Capital and the Oakley Funds throughout the year.
Approach to Sustainability: Throughout the period, the Directors considered the Company’s approach to employee culture, engagement and wellbeing, its carbon footprint assessment, reports from the Investment Adviser on the underlying portfolio companies, sustainability programmes and progress, as well as continuing the implementation of Bermuda-based impactful outreach initiatives.
Considering stakeholder interests
OCI pledges to actively support the local community and organisations which are aligned to its corporate values, placing particular focus on outreach initiatives which advance education and reduce energy consumption and emissions. OCI’s continued partnership with Oakley reflects the Board’s support of Oakley’s strong sustainability foundation and the active stewardship programme conducted across the Oakley portfolio, in collaboration with the management teams.
See the ESG section of this report for further detail.
Stakeholder group
Oakley Capital Limited
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Why is this important?
Oakley Capital Limited is the Company’s appointed Investment Adviser, Administrator, and Operational Services Provider, and the Company invests solely in funds and Direct Investments managed or advised by the Oakley Group. The Board therefore considers that maintaining a strong, collaborative partnership with Oakley is critical to the delivery of the Company’s strategy, as well as facilitating operational efficiencies through the leverage of resources and capabilities across the Oakley Group.
How the Board engages
Regular reporting: The Company receives quarterly reports from the Investment Adviser on the performance of the Funds and the Direct Investments, highlighting performance and potential new investments and strategies, in addition to a range of other matters, including compliance and risk matters, capital allocation and planning proposals.
Continuous dialogue: The Board maintains open and constructive dialogue with the Company’s Investment Adviser, engaging on key matters impacting OCI.
Face-to-face meetings: The Board invites representatives from the Investment Adviser to present in person regularly, both at planned Board and Committee meetings at least four times per year and for ad hoc matters as appropriate.
Direct Investments: The Board engaged with Oakley regarding the recent placement of Time Out shares. Meanwhile, Oakley supported OCI with the transfer of the Company’s interest in North Sails into a continuation vehicle in September 2025, following the completion of the reorganisation and simplification of the North Sails Group.
Performance review: The Management Engagement Committee conducts an annual review of the performance of the funds against both peers and market benchmarks, and the activities set out in the contractual service agreements between the parties, as discussed in greater detail within the Management Engagement Committee report.
Considering stakeholder interests
OCI continues to benefit from the investment Oakley is making in its process and technology infrastructure, most notably via the enhanced and timely reporting provided to OCI by Oakley in its role as Administrator and Operational Services Provider.
During the year, the Board was supported by Oakley with a number of key initiatives, including the re-listing of the Company’s shares on the London Stock Exchange’s Main Market, and the commencement of the annual share buyback programme which saw c.£48 million of shares bought back by year end, and the expansion of the Company’s credit facility to a total of £325 million.
The Management Engagement Committee’s review of Oakley identified no material findings, with the services provided to the Company by Oakley aligning with the contractual arrangements and the Board’s expectations.
Stakeholder group
Service providers
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Why is this important?
OCI engages independent service providers in addition to Oakley where it is considered appropriate to do so. Ensuring continued effective working relationships with these counterparties is key to delivering on our strategy and ensuring that we continue to operate effectively.
How the Board engages
Performance reviews: The Management Engagement Committee is tasked by the Board to oversee the efficacy of the Company’s service providers, ensuring regular dialogue and engagement with the key providers on a periodical cycle.
The Management Engagement Committee considers the cadence of its key service providers’ review plan annually and, during 2025, in addition to its annual review of Oakley, completed a formal review of two further key service providers. These reviews focused on the service levels provided to the Company, the fees paid to the service providers and the quality of engagement with each provider.
Audit tender: The Audit Committee initiated a tender process to appoint a new auditor one year ahead of the mandatory rotation 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.
Considering stakeholder interests
The Management Engagement Committee’s reviews of two key service providers identified no ongoing material findings. The Committee concluded that the services provided to the Company and the fees charged by both providers are aligned with the contractual arrangements and the Board’s expectations.
The Management Engagement Committee will continue to consider the frequency of key service providers reviews and will work closely with each, as we believe the receipt of high-quality services contributes to the long-term success of OCI.
Board commitment
Section 172 of the Companies Act 2006
OCI has complied with Section 172 of the UK Companies Act 2006 (‘Section 172’), as set out in the Association of Investment Companies Code of Corporate Governance. The Board is committed to promoting the long-term success of the Company while conducting its business in a fair, ethical and transparent manner. The Board recognises the intention and importance of Section 172, which requires Directors to act in good faith and in a way that is the most likely to promote the success of the Company, and has chosen to adopt its provisions. Accordingly, the Directors consider the interests of the Company’s stakeholders (as laid out above) and pay due regard to the:
a) likely consequences of any decision in the long term;
b) interests of the Company’s employees;
c) need to foster the Company’s business relationships with suppliers, customers and others;
d) impact of the Company’s operations on the community and the environment;
e) desirability of the Company maintaining a reputation for high standards of business conduct; and
f) need to treat stakeholders fairly.