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Corporate governance | Category | Designation date | Nationality | Committees | Shareholder represented |
---|---|---|---|---|---|
Chair | |||||
Óscar Fanjul Martín | Independent | 01/06/2023 | Spain, Chile | CAC | |
Chief Executive Office | |||||
Marco Patuano | Executive | 01/06/2023 | Italy | ||
Directors | |||||
Pierre Blayau | Independent | 16/04/2015 (Re-election 31/05/2018, 28/04/2022) | France | NRSC | |
Marieta del Rivero Bermejo | Independent | 27/04/2017 (Re-election 21/07/2020, 01/06/2023) | Spain | NRSC | |
María Luisa Guijarro Piñal | Independent | 31/05/2018 (Re-election 28/04/2022) | Spain | NRSC | |
Christian Coco | Proprietary | 02/04/2020 (Re-election 21/07/2020, 01/06/2023) | Italy, Germany | CAC, NRSC | Edizione S.p.A – Schema Gamma, S.R.L. |
Alexandra Reich | Proprietary | 16/12/2020 (Re-election 29/03/2021; 26/04/2024) | Austria | ARMC | GIC Private Limited - Lisson Grove Investment Private Limited |
Kate Holgate | Independent | 28/07/2021 (Re-election 28/04/2022) | United Kingdom | ARMC | |
Ana García Fau | Independent | 18/07/2022 (Re-election 01/06/2023) | Spain | ARMC, CAC | |
María Teresa Ballester | Independent | 26/04/2023 (Re-election 01/06/2023) | Spain | ARMC, NRSC | |
Jonathan Amouyal | Proprietary | 26/04/2023 (Re-election 01/06/2023) | France | CAC | TCI Fund Management Limited - TCI Luxembourg S.A.R.L. & CIFF Capital UK LP |
Dominique d'Hinnin | Independent | 01/06/2023 | France | CAC, ARMC | |
Non-Executive Secretary | |||||
Jaime Velázquez Vioque | 31/12/2019 | ||||
Non-Executive Vicesecretary | |||||
Virginia Navarro Virgós | 26/09/2019 |
Position | Category | Data Appointment | |
---|---|---|---|
Ana García Fau | Chair | Independent | 15/12/2022 |
Kate Holgate | Independent | 28/07/2021 | |
Maria Teresa Ballester | Independent | 22/05/2023 | |
Dominique d'Hinnin | Independent | 27/07/2023 | |
Alexandra Reich | Proprietary | 27/07/2023 | |
Virginia Navarro | Secretary | 29/10/2019 |
Position | Category | Data Appointment | |
---|---|---|---|
Marieta del Rivero | President | Independent | 27/07/2017 |
Pierre Blayau | Independent | 16/02/2017 | |
María Luisa Guijarro | Independent | 27/09/2018 | |
Christian Coco | Proprietary | 24/03/2022 | |
María Teresa Ballester | Independent | 27/07/2023 | |
Virginia Navarro | Secretary | 19/02/2021 |
Position | Category | Data Appointment | |
---|---|---|---|
Dominique d'Hinnin | Chair | Independent | 27/07/2023 |
Jonathan Amouyal | Proprietary | 27/07/2023 | |
Christian Coco | Proprietary | 27/07/2023 | |
Óscar Fanjul Martín | Independent | 27/07/2023 | |
Ana García Fau | Independent | 27/07/2023 | |
Virginia Navarro | Secretary | 27/07/2023 |
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:
The current composition of the Committee of Ethics and Compliance is as follows:
Regulations of the Committee of Ethics and Compliance
Code of Ethics
Policy for the Whistleblowing Channel
Complaint form Whistleblowing Channel
Corruption Prevention Procedure
Disciplinary System
Role responsible criminal compliance
Conflict of Interest Policy
Anti-Bribery, Gifts and Hospitality Policy
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:
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.
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:
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:
Related content:
Policy for the Whistleblowing Channel (PDF)
Complaint form Whistleblowing Channel (PDF)
Policy on the communication of financial, non-financial and corporate information and contacts with shareholders, institutional investors and proxy advisors
Sustainability Policy
Environment and Climate Change Policy
Equity, Diversity and Inclusion Policy
Global Quality Policy
Global Risk Management Policy
Human Rights Policy
Information Security Policy
Occupational Health and Safety Policy
Personal data protection policy
Policy on the composition of the Board of Directors
Treasury Stock Policy
Procurement Policy
Remunerations Policy of the Directors
Shareholder Remuneration Policy 2023-2024
Tax Policy
Energy policy
Business Continuity Policy
Stakeholder Engagement Policy
Board of Directors’ Report on the resolution to issue convertible bonds approved by the Board of Directors on 27 July 2023
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.
Chair | % Direct | % Indirect | % Total |
---|---|---|---|
Óscar Fanjul Martín | 0,002 | 0,000 | 0,002 |
Chief Executive Office | % Direct | % Indirect | % Total |
Marco Patuano | 0,000 | 0,003 | 0,003 |
Vocals | % Direct | % Indirect | % Total |
Pierre Blayau | 0,000 | 0,001 | 0,001 |
Marieta del Rivero Bermejo | 0,000 | 0,000 | 0,000 |
María Luisa Guijarro Piñal | 0,000 | 0,000 | 0,000 |
Christian Coco | 0,000 | 0,000 | 0,000 |
Alexandra Reich | 0,000 | 0,000 | 0,000 |
Kate Holgate | 0,000 | 0,000 | 0,000 |
Ana García Fau | 0,000 | 0,000 | 0,000 |
María Teresa Ballester | 0,000 | 0,000 | 0,000 |
Jonathan Amouyal | 0,000 | 0,000 | 0,000 |
Dominique d'Hinnin | 0,000 | 0,000 | 0,000 |
In compliance with the obligation to communicate and update Cellnex’s treasury shares position, the Company keeps its information updated on the CNMV website
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