As a result of its new status as a listed company, in 2015 the Articles of Association and the Terms of Reference of the Shareholders’ Meeting and the Board of Directors were drafted, which define the Company’s corporate governance model. All the rules governing the Company’s operation are in line with the Law on Corporations, as amended in December 2014 to incorporate improvements in corporate governance, especially in the case of listed companies.

Furthermore, these governance rules include most of the applicable recommendations on corporate governance, the new Corporate Governance Code for listed companies published in February 2015.

Thus, a compact and experienced Board was formed, oriented towards implementing the strategy, in which proprietary and independent directors are in the majority, with four independent directors on the nine-member Board.

In order to strengthen good corporate governance practices, policies were approved in early 2016 on communication and contacts with shareholders, institutional investors and proxy advisers, and for the selection of directors.

The Cellnex Board of Directors

Independent directors:

• Pierre Blayau, Chairman of Caisse Central Réassurance and independent Director on the Boards of Directors of Fimalac and the Canal + Group.
• Bertrand-Boudewijn Kan, Former Director-General and Chairman of the European Telecommunications Group of the Morgan Stanley investment bank.
• Peter Shore, Former Chairman of telecommunications infrastructure operator Arqiva (United Kingdom).
• Giampaolo Zambeletti, Chairman of RCS Investimenti and Vice-Chairman of Unidad Editorial. Former Executive Director at Telecom Italia Int., Auna and Telekom Austria.

Proprietary directors:

• Francisco Reynés Massanet, Chairman.
• Francisco José Aljaro, Director-General of Finance and Corporate Development of Abertis.
• Josep María Coronas, Secretary-General and Corporate Director-General of Abertis.
• Lluís Deulofeu, Director-General of the Sanef Group (France).

Executive Director:

• Tobías Martínez Gimeno, Chief Executive Officer of Cellnex.

Non-Executive Secretary:

• Javier Martí de Veses, Secretary-General and Director of Regulation.

Deputy Non-Executive Secretary:

• Mary Annabel Gatehouse, Director for International Corporate Development Advice.

As for diversity, the Board of Directors plans to increase the presence of women on the Board. To that end, the Director of Selection Policy will seek to prioritise a balance of women and men on the Board of Directors, and therefore states that the Company must endeavour, in the shortest possible time by no later than the end of 2020, that the less represented gender form at least thirty percent of all members of the Board of Directors.

Committees of the Board of Directors

The Cellnex governance bodies are supplemented by the Audit and Control Committee (CAC) and the Appointments and Remuneration Committee (CNR), both composed of non-executive directors, mostly independent. Note also that the Board’s committees are chaired by independent directors.

The responsibilities and function of the Audit and Control Committee, and Appointments and Remuneration Committee, are set out in the Terms of Reference of the Board of Directors.

GRI: G4-DMA, G4-34, G4-38, G4-LA12

 For more information, see the Cellnex Annual Corporate Governance Report 2015