Corporate Governance

PER INDUSTRIE
PUBLIEKE SECTOR
OPERATORS

PER INDUSTRIE
PUBLIEKE SECTOR
OPERATORS

Investor relations

Corporate documents

Document	File
Corporate Bylaws. Last registration in the Mercantile Registry on 10 May 2022
Regulations of the General Shareholders’ Meeting approved on 29 March 2021
Board of Directors Regulations approved on 24 March 2022
Internal Code of Conduct dated 27 October 2021

Board of directors

Corporate governance	Designation date	Category	Shareholder represented	Nationality	Comittees
Chairman
Bertrand Boudewijn Kan	16/04/2015 (Re-election 31/05/2018, 28/04/2022)	Independent		The Netherlands	ARMC
Chief Executive Office
Tobias Martínez Gimeno	17/11/2014 (Re-election 30/06/2016, 09/05/2019, 28/04/2022)	Executive		Spain
Other Members
Pierre Blayau	16/04/2015 (Re-election 31/05/2018, 28/04/2022)	Independent		France	NRSC
Anne Bouverot	31/05/2018 (Re-election 28/04/2022)	Independent		France	ARMC
Marieta del Rivero Bermejo	27/04/2017 (Re-election 21/07/2020)	Independent		Spain	NRSC
María Luisa Guijarro Piñal	31/05/2018 (Re-election 28/04/2022)	Independent		Spain	NRSC
Peter Shore	16/04/2015 (Re-election 31/05/2018, 28/04/2022)	Independent		Australia - United Kingdom	ARMC
Christian Coco	02/04/2020 (Re-election 21/07/2020)	Proprietary	Edizione S.R.L. - Connect Due S.R.L.	Germany	NRSC
Alexandra Reich	16/12/2020 (Re-election 29/03/2021)	Proprietary	GIC Private Limited - Lisson Grove Investment Private Limited	Austria	NRSC
Kate Holgate	28/07/2021 (Re-election 28/04/2022)	Independent		United Kingdom	ARMC
Ana García Fau	18/07/2022	Independent		Spain	ARMC
Non-Executive Secretary
Jaime Velázquez Vioque	31/12/2019
Non-Directorial Vice-Secretary
Virginia Navarro Virgós	26/09/2019

Board of Directors Committees

	Category	Data Appointment	Position
Leonard Peter Shore	Independent	16/02/2017	President
Bertrand Boudewijn Kan	Independent	16/02/2017
Anne Bouverot	Independent	27/09/2018
Kate Holgate	Independent	28/07/2021
Ana García Fau	Independent	18/07/2022
Virginia Navarro		29/10/2019	Secretary

	Category	Data Appointment	Position
Marieta del Rivero	Independent	27/07/2017	President
Christian Coco	Proprietary	24/03/2022
Pierre Blayau	Independent	16/02/2017
María Luisa Guijarro	Independent	27/09/2018
Alexandra Reich	Proprietary	16/12/2020
Virginia Navarro		19/02/2021	Secretary

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.

Reports

Report Functions ARMC 2021

Report Functions NRSC 2021

Report of the ARMC on Related-party transactions 2021

Report on the independence of the auditors 2021

2021 Integrated Annual Report

2020 Integrated Annual Report

2019 Integrated Annual Report

2018 Integrated Annual Report

2017 Integrated Annual Report

2016 Integrated Annual Report

2015 Integrated Annual Report

Annual Report on remuneration of directors (Exercise 2021)

Certificate issued by the Board Secretary on the preparation and signature of the annual financial report

Other supplementary information (Erratum Annual financial Report)

Annual Report on remuneration of directors (Exercise 2020)

Additional information related to IAGC 2017

Additional information related to IARC 2017

Additional information related to IAGC 2016

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

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.

File	PDF
Code of Ethics

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

File	PDF
Policy for the Whistleblowing Channel
Complaint form Whistleblowing Channel

Corporate policies

Policy on the communication of financial, non-financial and corporate information and contacts with shareholders, institutional investors and proxy advisors

ESG 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 DirectorsPolicy on the composition of the Board of Directors

Treasury Stock Policy

Purchasing Policy

Remunerations Policy of the Directors

Shareholder Remuneration Policy

Tax Policy

Ordinary General Meeting

Quorum – Voting results

2022

Resolutions passed by the 2022 Ordinary General Shareholders’ Meeting

2022

Press Release

2022

Chairperson and CEO presentation on 2022 AGM

2022

Streaming from 2022 Shareholders’ Annual General Meeting

2022

Telematic assistance

2022

Call

2022

Proposed resolutions

2022

Individual annual accounts and management report 2021

2022

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

2022

Annual Corporate Governance report 2021

2022

Annual report on Board directors’ remunerations 2021

2022

Auditor’s report on the ICFR 2021

2022

Reasoned proposal on the directors remunerations’ policy

2022

Board report on the number of Board members

2022

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

2022

Board report on the amendment of the Company’s bylaws

2022

Board report on capital increase through non-monetary contributions

2022

Board report on delegation capital increase

2022

Board report on delegation bond issue/convertible bonds

2022

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

2022

Number of shares and voting rights

2022

Attendance, proxy and remote voting card

2022

Venue

2022

FAQ

2022

Link for Electronic Voting/Proxy

2022

Link for Shareholders’ Electronic Forum

2022

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

2022

Operational rules for the Shareholders’ Electronic Forum

2022

Instructions for delegation and distance voting

2022

Instructions for electronic attendance

2022

Resolutions passed by the 2021 Ordinary General Shareholders’ Meeting

2021

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

Chairman	Direct	Direct	Direct
Bertrand Boudewijn Kan	0,005	0,000	0,005
Chief Executive Office	Direct	Indirect	Total
Tobias Martínez Gimeno	0,026	0,000	0,026
Vocals	Direct	Indirect	Total
Pierre Blayau	0,000	0,001	0,001
Anne Bouverot	0,001	0,000	0,001
Marieta del Rivero Bermejo	0,000	0,000	0,000
María Luisa Guijarro Piñal	0,000	0,000	0,000
Peter Shore	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

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

File	PDF
Edizione sends details about the novation agreement of the coinvestment agreement in relation of Cellnex, on 17 July 2020
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.)
Framework agreement of 22 May 2020 between Sintonia, Infinity and Raffles
Agreement signed on 24 July 2018 between Edizione, Atlantia S.p.A., Sintonia S.p.A. and ConnecT.

Other agreements

File	PDF
Board of Directors Agreement, on March 19th 2015

Investor relations

Shareholders Investors

Corporate documents

Board of directors

Board of Directors Committees

Website upgrade

Reports

Committee of Ethics and Compliance

Related Content

Code of Ethics

Related Content

Whistleblowing Channel

Related Content

Corporate policies

Ordinary General Meeting

Shareholder Structure

Board members and Senior management

Treasury stock

Shareholders’ agreements

Other agreements

Investor relations

Shareholders Investors

Corporate documents

Board of directors

Board of Directors Committees

Website upgrade

Reports

Report Functions ARMC & NRSC

Report of the ARMC on Related-party transactions 2021

Report on the independence of the auditors 2021

Integrated Annual Report

Annual Report on Remuneration

Others

Committee of Ethics and Compliance

Related Content

Code of Ethics

Related Content

Whistleblowing Channel

Related Content

Corporate policies

Ordinary General Meeting

Shareholder Structure

Board members and Senior management

Treasury stock

Shareholders’ agreements

Other agreements