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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 24 March 2022 Icon Image Icon Image
Internal Code of Conduct dated 27 October 2021 Icon Image Icon Image

Board of directors

Corporate governanceDesignation dateCategoryShareholder representedNationalityComittees
Chairman
Bertrand Boudewijn Kan 16/04/2015 (Re-election 31/05/2018, 28/04/2022)IndependentThe NetherlandsARMC
Chief Executive Office
Tobias Martínez Gimeno 17/11/2014 (Re-election 30/06/2016, 09/05/2019, 28/04/2022)ExecutiveSpain
Other Members
Pierre Blayau 16/04/2015 (Re-election 31/05/2018, 28/04/2022)IndependentFranceNRSC
Anne Bouverot 31/05/2018 (Re-election 28/04/2022)IndependentFranceARMC
Marieta del Rivero Bermejo 27/04/2017 (Re-election 21/07/2020)IndependentSpainNRSC
María Luisa Guijarro Piñal 31/05/2018 (Re-election 28/04/2022)IndependentSpainNRSC
Peter Shore 16/04/2015 (Re-election 31/05/2018, 28/04/2022)IndependentAustralia - United KingdomARMC
Christian Coco 02/04/2020 (Re-election 21/07/2020)ProprietaryEdizione S.R.L. - Connect Due S.R.L.GermanyNRSC
Alexandra Reich 16/12/2020 (Re-election 29/03/2021)ProprietaryGIC Private Limited - Lisson Grove Investment Private LimitedAustriaNRSC
Kate Holgate 28/07/2021 (Re-election 28/04/2022)IndependentUnited KingdomARMC
Ana García Fau 18/07/2022IndependentSpainARMC
Non-Executive Secretary
Jaime Velázquez Vioque 31/12/2019
Non-Directorial Vice-Secretary
Virginia Navarro Virgós 26/09/2019

Board of Directors Committees

CategoryData AppointmentPosition
Leonard Peter Shore Independent16/02/2017President
Bertrand Boudewijn Kan Independent16/02/2017
Anne Bouverot Independent27/09/2018
Kate Holgate Independent28/07/2021
Ana García Fau Independent18/07/2022
Virginia Navarro 29/10/2019Secretary
CategoryData AppointmentPosition
Marieta del Rivero Independent27/07/2017President
Christian Coco Proprietary24/03/2022
Pierre Blayau Independent16/02/2017
María Luisa Guijarro Independent27/09/2018
Alexandra Reich Proprietary16/12/2020
Virginia Navarro 19/02/2021Secretary

Website upgrade

The Board of Directors of Cellnex Telecom, S.A., in accordance with article 11 bis of the Spanish Companies Law, has agreed to modify the Company’s corporate website, which is currently located at www.cellnextelecom.com and will henceforth have the following address: www.cellnex.com.

Likewise, and in accordance with the provisions of articles 11 bis.3 and 11 ter.3 of the Spanish Companies Law, the Board of Directors has agreed to maintain the resolution modifying the Company’s website published on the corporate website for thirty (30) days.

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:

  • José Mª Miralles (Chairman). General Counsel Legal & Regulatory Affairs
  • Sergi Martínez (Secretary). Head of Internal Audit & Risks Control
  • Yolanda Menal. Global People Director
  • Daniela Sonno. Country Economic & Mgmt Control Director –  Cellnex Italia
  • Yvette Meijer. Deputy Country Managing Director – Cellnex Netherlands
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

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2022
2021
2019
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Quorum – Voting results

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Resolutions passed by the 2022 Ordinary General Shareholders’ Meeting

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Press Release

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Chairperson and CEO presentation on 2022 AGM

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Streaming from 2022 Shareholders’ Annual General Meeting

2022

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Telematic assistance

2022

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Call

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Proposed resolutions

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Individual annual accounts and management report 2021

2022

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

2022

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Annual Corporate Governance report 2021

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Annual report on Board directors’ remunerations 2021

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Auditor’s report on the ICFR 2021

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Reasoned proposal on the directors remunerations’ policy

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Board report on the number of Board members

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

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Board report on the amendment of the Company’s bylaws

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Board report on capital increase through non-monetary contributions

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Board report on delegation capital increase

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Board report on delegation bond issue/convertible bonds

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

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Number of shares and voting rights

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Attendance, proxy and remote voting card

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Venue

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FAQ

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Link for Electronic Voting/Proxy

2022

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Link for Shareholders’ Electronic Forum

2022

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

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Operational rules for the Shareholders’ Electronic Forum

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Instructions for delegation and distance voting

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Instructions for electronic attendance

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Resolutions passed by the 2021 Ordinary General Shareholders’ Meeting

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Annual Corporate Governance Report 2018

Shareholder Structure

The significant stakes in Cellnex Telecom are:

Through the links provided below you can access information shown in the public records of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on the Cellnex Telecom S.A significant holders.

Access website CNMV

Board members and Senior management

ChairmanDirectDirectDirect
Bertrand Boudewijn Kan 0,0050,0000,005
Chief Executive OfficeDirectIndirectTotal
Tobias Martínez Gimeno 0,0260,0000,026
VocalsDirectIndirectTotal
Pierre Blayau 0,0000,0010,001
Anne Bouverot 0,0010,0000,001
Marieta del Rivero Bermejo 0,0000,0000,000
María Luisa Guijarro Piñal 0,0000,0000,000
Peter Shore 0,0000,0000,000
Christian Coco 0,0000,0000,000
Alexandra Reich 0,0000,0000,000
Kate Holgate 0,0000,0000,000
Ana García Fau 0,0000,0000,000

This information is available at the CNMV website

Message
This information is available at the CNMV website

Treasury stock

In compliance with the obligation to communicate and update Cellnex’s treasury shares position, the Company keeps its information updated on the CNMV website

Acces to the CNMV

Shareholders’ agreements

FilePDF
Edizione sends details about the novation agreement of the coinvestment agreement in relation of Cellnex, on 17 July 2020 Icon Document Icon Document
Amendement of certain terms and conditions of the coinvestment agreement on Cellnex Telecom, S.A. entered into between Atlantia, S.p.A., Edizione, S.r.l. (and its subsisidiaries Sintonia, S.p.A. and ConnecT, S.p.A.) Icon Document Icon Document
Framework agreement of 22 May 2020 between Sintonia, Infinity and Raffles Icon Document Icon Document
Agreement signed on 24 July 2018 between Edizione, Atlantia S.p.A., Sintonia S.p.A. and ConnecT. Icon Document Icon Document

Other agreements

FilePDF
Board of Directors Agreement, on March 19th 2015 Icon Document Icon Document