Section 172 Statement

The directors consider the company’s key stakeholders to be:

• Our employees: our success depends on the professionalism and dedication of the people employed in the business. In tum our people -rely on us to provide a stable working environment and opportunities and support to reach their full potential.
• Our shareholders: we rely on our investors to provide capital to support the business. They rely on us to protect and manage this capital investment to generate long term, robust value.
• Clients: our clients rely on us to provide timely, reliable advice and reliable software. A number of clients also rely on us to fulfil a statutory role.
• Our partners and suppliers: we work with a small number of partners who work alongside our employees for certain projects, they rely on us to provide clear communication and a productive working environment.
• Regulators and professional bodies: we seek to enjoy a constructive and cooperative relationship with the bodies that regulate our business activities which helps us maintain a reputation for high standards.

Section 172 considerations:

• 1. the likely consequences of any decision in the long term,
• 2. the interests of the company's employees,
• 3. the need to foster the company's business relationships with suppliers, customers and others,
• 4. the impact of the company's operations on the community and the environment,
• 5. the desirability of the company maintaining a reputation for high standards of business conduct,
  and
• 6. the need to act fairly as between members of the company.

1. Decision: Implementation of new long-term strategic plan for OAC

Applies to: OAC plc

Stakeholders: Customers, Employees, Shareholders

Matters for discussion: The OAC Board discussed and agreed a new long-term strategy for the growth of the OAC business

S172 Considerations: 1,2,3,4,5,6

• The OAC Board engaged with an external consultant to canvas views from customers on the quality of services we provide and improvements to these
• The OAC Board created a Culture group within the company to create new policies and an amended Mission and Vision.
• The OAC Board engaged an external consultant to perform a full governance review of the business liaising with Directors and Shareholders.
• The OAC Board appointed a new Chair with responsibility for the Governance agenda and liaising with shareholders.

Outcomes

• The strategic plan was approved in May 2021
• New Mission and Vision to be adopted from November 2021.
• Updated key governance arrangements being implemented.
• Change in Company Secretary to facilitate implementation of governance changes.
• Regular updates to employees from the CEO to communicate progress.

2. Decision: Operational response to the Covid-19 pandemic

Applies to: All Group companies

Stakeholders: Customers, Employees, Shareholders, Suppliers

Matters for discussion: The Covid-19 pandemic caused significant disruption to the business and the Group Boards oversaw the response

S172 Considerations: 1,2,3

• The Group Boards were key to overseeing our response to Covid-19, providing support for multiple initiatives that were implemented to ensure business continuity and staff wellbeing.
• The Boards also considered the impact on clients and suppliers with a mandate to the operational team to support these in any reasonable way.
• Immediately the lockdowns occurred Covid plans were implemented to deal with the severity of the situation.
• Several immediate employee changes were made across the Group companies including a blanket reduction in the working hours to assist family wellbeing (OAC) and multiple wellbeing initiatives (flexible working time, holiday policy changes, mental health and wellbeing 'buddy' system).
• On consideration of the financial results a decision was made to forego some specific commercial terms around charged fees to assist OAC clients with their recovery from Covid-19. Focus was also given to ensure the policy of paying suppliers and associates on time was maintained during this difficult period.

Outcomes

• The companies came through 2020-21 with an enhanced regard for physical and mental wellbeing and maintained many additional employee working changes beyond this period.
• Success was measured against the wellness of employees and employee and client retention.
• Employee engagement surveys measured response from employee perspective with positive outcomes.

3. Decision: Formation of a new non-life consulting entity

Stakeholders: Customers, Employees, Shareholders,

Matters for discussion: The OAC Board discussed and agreed the formation of a new non-life consulting business

S172 Considerations: 1,2,3,5,6

• The OAC Board were keen to grow our work in non-life consulting and moved to create a vehicle for growth, profit sharing and securing key personnel.
• The OAC Board considered impacts on clients, shareholders and employees within this business area to ensure that the business model was viable and expansive whilst maintaining best outcomes for all stakeholders.

Outcomes

• The new entity was launched in 202 1 with appropriate Governance and clear targets for success.