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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 18 July 2024 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).  Head of Legal & Regulatory Affairs (Portugal)
  • Yolanda Menal Martínez. Global People Director
  • Jesús Pinelo Jiménez. Internal Audit Director
  • Servando Sierra Martí. 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

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

Telematic Assistance AGM23′

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

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

Chair% Direct% Indirect% Total
Anne Bouverot 0,0020,0000,002
Chief Executive Office% Direct% Indirect% Total
Marco Patuano 0,0000,0030,003
Vocals% Direct% Indirect% Total
Pierre Blayau 0,0000,0010,001
Marieta del Rivero Bermejo 0,0000,0000,000
María Luisa Guijarro Piñal 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
María Teresa Ballester 0,0000,0000,000
Jonathan Amouyal 0,0000,0000,000
Óscar Fanjul Martín 0,0020,0000,002
Dominique d'Hinnin 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 submits details of the novation contract of the co-investment contract concerning Cellnex Telecom S.A. Icon Document Icon Document
Closure of the demerger of ConnecT SpA. Icon Document Icon Document
Edizione S.r.l. announces that all the actions provided for in the New Shareholders' Agreement between Sintonia S.p.A., ConnecT S.p.A., Infinity Investments, S.A. and Raffles Infra Holdings Limited concerning Cellnex Telecom S.A. have been carried out. Icon Document Icon Document
Edizione S.r.l. refers to clauses of the contract signed between Edizione S.r.l., Sintonia S.p.A., ConnecT S.p.A. and Atlantia S.p.A. concerning Cellnex Telecom S.A. Icon Document Icon Document

Other agreements

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