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REPORTS & PRESENTATIONS

Corporate documents

DocumentFile
Corporate Bylaws. Last registration in the Mercantile Registry on 10 November 2022 Icon Image Icon Image
Regulations of the General Shareholders’ Meeting approved on 29 March 2021 Icon Image Icon Image
Board of Directors Regulations approved on 27 July 2023 Icon Image Icon Image
Internal Code of Conduct dated 27 October 2021 Icon Image Icon Image

Board of directors

Corporate governanceCategoryDesignation dateNationalityCommitteesShareholder represented
Chair
Anne Bouverot Independent31/05/2018 (Re-election 28/04/2022)France
Chief Executive Office
Marco Patuano Executive01/06/2023Italy
Directors
Pierre Blayau Independent16/04/2015 (Re-election 31/05/2018, 28/04/2022)FranceNRSC
Marieta del Rivero Bermejo Independent27/04/2017 (Re-election 21/07/2020, 01/06/2023)SpainNRSC
María Luisa Guijarro Piñal Independent31/05/2018 (Re-election 28/04/2022)SpainNRSC
Christian Coco Proprietary02/04/2020 (Re-election 21/07/2020, 01/06/2023)Italy, GermanyCAC, NRSCEdizione S.p.A – Schema Gamma, S.R.L.
Alexandra Reich Proprietary16/12/2020 (Re-election 29/03/2021; 26/04/2024)AustriaARMCGIC Private Limited - Lisson Grove Investment Private Limited
Kate Holgate Independent28/07/2021 (Re-election 28/04/2022)United KingdomARMC
Ana García Fau Independent18/07/2022 (Re-election 01/06/2023)SpainARMC, CAC
María Teresa Ballester Independent26/04/2023 (Re-election 01/06/2023)SpainARMC, NRSC
Jonathan Amouyal Proprietary26/04/2023 (Re-election 01/06/2023)FranceCACTCI Fund Management Limited - TCI Luxembourg S.A.R.L. & CIFF Capital UK LP
Óscar Fanjul Martín Independent01/06/2023Spain, ChileCAC
Dominique d'Hinnin Independent01/06/2023FranceCAC, ARMC
Non-Executive Secretary
Jaime Velázquez Vioque 31/12/2019
Non-Executive Vicesecretary
Virginia Navarro Virgós 26/09/2019

Board of Directors Committees

PositionCategoryData Appointment
Ana García Fau ChairIndependent15/12/2022
Kate Holgate Independent28/07/2021
Maria Teresa Ballester Independent22/05/2023
Dominique d'Hinnin Independent27/07/2023
Alexandra Reich Proprietary27/07/2023
Virginia Navarro Secretary29/10/2019
PositionCategoryData Appointment
Marieta del Rivero PresidentIndependent27/07/2017
Pierre Blayau Independent16/02/2017
María Luisa Guijarro Independent27/09/2018
Christian Coco Proprietary24/03/2022
María Teresa Ballester Independent27/07/2023
Virginia Navarro Secretary19/02/2021
PositionCategoryData Appointment
Dominique d'Hinnin ChairIndependent27/07/2023
Jonathan Amouyal Proprietary27/07/2023
Christian Coco Proprietary27/07/2023
Óscar Fanjul Martín Independent27/07/2023
Ana García Fau Independent27/07/2023
Virginia Navarro Secretary27/07/2023

Reports

Committee of Ethics and Compliance

The Board of Directors and the Management of Cellnex Telecom are firmly committed to fostering a solid culture of compliance, ethics and integrity in the performance of all the activities of the Cellnex Group, both among the members and professionals of the Group, as well as among their representatives, suppliers and other third parties who provide services to it or who, in any way, acts on its behalf.

In this context, the Committee of Ethics and Compliance is responsible for proactively ensuring respect for business ethics and integrity and the effective operation of the Cellnex compliance system, for which it has broad powers and independence in the performance of its duties. This Committee is governed by the provisions of the Regulations of the Committee of Ethics and Compliance, any applicable law and other regulations that make up the Cellnex Group’s corporate governance system.

The Committee of Ethics and Compliance of Cellnex, is a collegiate body of internal and permanent nature, linked to the Committee of Audit and Risk Management of the Board of Directors of Cellnex Telecom, S.A. to which it reports.

 

In accordance with the Regulations of the Committee of Ethics and Compliance, the  Committee of Ethics and Compliance, has the following competencies:

  • Ethical competencies as set out in the Cellnex Code of Ethics and in the Policy of the Whistleblowing Channel.
  • Compliance competencies as set out in the Corruption Prevention Procedure, in the Role of Responsible criminal compliance Procedure and in the Disciplinary System.
  • Internal Corporate Integrity Regulations competencies, as established in the document “Committee of Ethics and Compliance: Rule Zero”.

 

The current composition of the Committee of Ethics and Compliance is as follows:

  • Virginia Navarro Virgós (Chair). General Counsel and Vicesecretary of the Board of Directors
  • Leonor Castro (Secretary).  Country Legal Expert (Portugal)
  • Yolanda Menal. Global People Director
  • Servando Sierra. Country Commercial Director (Poland)
  • Christoph Suckow. Alpine Cluster CFO
Related Content

Code of Ethics

Cellnex’s Code of Ethics is the fundamental regulation that governs the Cellnex Group and which establishes general conduct guidelines which must be complied with. Based on the Group’s culture, no internal regulations of the companies belonging to the Cellnex Group could be contrary to its provisions.

The Code of Ethics, together with other rules, regulations and policies that compose the Group’s regulatory framework in terms of ethics and compliance, sets out the values, commitments and standards that must be respected by all people subject to it as well as by the stakeholders of the Cellnex Group, and respects both human rights and specific labour rights.

The Code of Ethics aims to:

  • Establish general conduct and behavior guidelines.
  • Define an ethical framework of reference, which must be complied with and should govern the working and professional behavior of those subject to it.
  • Create a set of rules of conduct for those stakeholders that come into contact with any of the Group companies.
  • Establish a regulation for the prevention of corruption in order to implement the guidelines to be followed in the fight against corruption.

The Code of Ethics has defined a Whistleblowing Channel, which allows potentially significant irregularities detected within the companies of the Cellnex Group to be confidentially and anonymously reported. The Whistleblowing  Channel is managed by the Channel Manager, an outsourced and independent expert third party.

 

Related Content
FilePDF
Code of Ethics Icon Document Icon Document

Whistleblowing Channel

The Cellnex Whistleblowing Channel is a communication tool accessible to any of the persons subjected to its Code of Ethics and any other third party that makes use of it which allows them to report, in good faith, without fear of reprisals, confidentially and anonymously, any kind of violation of the current legislation and/or other internal regulations that they may notice within Cellnex.

The Cellnex Group, in its mission to foster a solid culture of compliance, has implemented a complaints channel,  the “Whistleblowing Channel”.

Through the Whistleblowing Channel, all the people subject and stakeholders can:

  • Submit any query they may have regarding the interpretation of the Code of Ethics and other internal rules.
  • Report conducts that may eventually imply the non-compliance of the Code of Ethics, of internal rules or, in general, of the legislation in force applicable to the Group (among others, crimes and irregularities relating to financial and accounting, labour or human rights aspects).

Both the people who make up the Cellnex Group and the third parties with whom the Group has any type of relationship must collaborate in the early detection and communication, through the Whistleblowing Channel, of those conducts that may entail a violation of the regulation applicable, especially when such conducts may give rise to criminal liability for Cellnex.

With this purpose in mind, and in order to guarantee and safeguard higher levels of independence and confidentiality of potential Whistleblowers, the management of the Whistleblowing Channel is outsourced to an independent expert third party, the Channel Manager.

 

Communication channels

The Whistleblowing Channel is easily accessible through the following channels:

  • Through the Cellnex Group Intranet;
  • Through the e-mail address es_cellnex.whistleBchannel@pwc.com, by filling out the form available on the Intranet; and
  • By post to the attention of the Channel Management Offices: Torre PwC. Paseo de la Castellana, 259 B – 28046 Madrid (Spain), and by
  • Phone call to the following number: +34 915 685 340
Related Content
FilePDF
Policy for the Whistleblowing Channel Icon Document Icon Document
Complaint form Whistleblowing Channel Icon Document Icon Document

Ordinary General Meeting

Quorum – Voting Results 2024

Resolutions passed AGM 2024

Chairperson and CEO presentation on 2024 AGM

Resolutions passed AGM 2024

Chairperson and CEO presentation on 2024 AGM

Press Release AGM 2024

Streaming from 2024 Shareholders’ Annual General Meeting

Announcement of the Call to Meeting

Proposed resolutions

Individual Annual Accounts and Management Report 2023

Consolidated Annual Accounts and Management Report 2023

Annual Corporate Governance Report 2023

Annual Report on the Remuneration of Directors 2023

Auditor’s Report on the ICFR 2023

Board of Directors’ Report on the re-election of Ms. Alexandra Reich

Board of Directors’ Report on the delegation of the power to increase the share capital

Board of Directors’ Report on the delegation of the power to issue bonds/convertible

Board of Directors’ Report on the resolution to issue convertible bonds approved by the Board of Directors on 27 July 2023

Board of Directors’ Report on the amendment of the Board of Directors’ Regulations

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

FAQS

Requests for information by writing to the Board of Directors and its answers

Electronic Forum Rules

Proxy appointment and remote voting instructions

Electronic attendance rules

Link for electronic voting /proxy

Link for shareholders’ electronic forum

Quorum – Voting results 23′

Resolutions passed AGM 2023

Press Release

Chairperson and CEO presentation on 2023 AGM

Streaming from 2023 Shareholders’ Annual General Meeting

Proposed resolutions

Individual annual accounts and management report 2022

Consolidated annual accounts and management report (including on-financial information)

Annual Corporate Governance Report 2022

Annual report on Board director’s remunerations 2022

Auditor’s report on the ICFR 2022

Board reasoned proposal on the directors remunerations’ policy

Board report on the re-lection and ratification of Board members

Board report appointment Dominique D’Hinnin

Board report appointment Oscar Fanjul

Board report appointment Marco Patuano

Board report on the re-lection and ratification Jonathan Amouyal

Board report on the re-lection and ratification María Teresa Ballester

Board report on delegation capital increase

Board report on delegation bond issue/convertible bonds

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

Link for electronic voting/proxy

Link for shareholders’ electronic forum

Requests for information by writing to the Board of Directors and answers

Electronic Forum Rules

Proxy appointment and remote voting instructions

Electronic attendance rules

Quorum – Voting results

Resolutions passed by the 2022 Ordinary General Shareholders’ Meeting

Press Release

Chairperson and CEO presentation on 2022 AGM

Streaming from 2022 Shareholders’ Annual General Meeting

Telematic assistance

Proposed resolutions

Individual annual accounts and management report 2021

Consolidated annual accounts and management report (including non-financial information)

Annual Corporate Governance report 2021

Annual report on Board directors’ remunerations 2021

Auditor’s report on the ICFR 2021

Reasoned proposal on the directors remunerations’ policy

Board report on the number of Board members

Board report on the re-election and ratification of Board members

Board report on the amendment of the Company’s bylaws

Board report on capital increase through non-monetary contributions

Board report on delegation capital increase

Board report on delegation bond issue/convertible bonds

Board report on the amendment of the Board of Directors’ Regulations

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

Link for Electronic Voting/Proxy

Link for Shareholders’ Electronic Forum

Requests for information by writing to the Board of Directors and answers

Operational rules for the Shareholders’ Electronic Forum

Instructions for delegation and distance voting

Instructions for electronic attendance

Resolutions passed by the 2021 Ordinary General Shareholders’ Meeting

Press release

Chairperson and CEO presentation on 2021 AGM

Quorum – Voting results

Streaming from 2021 Shareholders’ Annual General Meeting (Deferred transmission)

Proposed Resolutions

Individual Annual Accounts and Management Report 2020

Consolidated annual accounts and directors’ report (including non-financial information)

Annual Corporate Governance Report 2020

Annual Report on Remuneration of Board Members 2020

Auditor’s report referred to the ICFR 2020

Report from Board on Remuneration Policy

Board report on the number of directors

Board report on the ratification and re-election of director

Report from Board on change corporate bylaws

Report of the Board amending the Rules of Procedure of the General Meeting

Board Report on capital increase through non-monetary contributions

Report from Board on delegation capital increase

Report from Board on delegation convertible bond/debenture issue

Report from Board/Independent expert on bond issue november 2020

Report from Board on change to Board Rules

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

FAQ