Corporate governance

In 2017 Cellnex continued working to implement and consolidate the best corporate governance practices, covered essentially in the Code of Good Corporate Governance for Listed Companies approved by the Spanish National Securities Market Commission (CNMV) on 18 February 2015. Consequently, this alignment governs the rules that regulate the workings of the company's governing bodies, the highest instance of which is the Board.

The policy for the selection of directors, drawn up in 2016 by the Appointments and Remuneration Committee of the Board of Directors, aims to achieve the right composition for the Board of Directors. This policy states that, for the selection of Board members, account must be taken of aspects such as the structure of the company shareholding, the diversity of knowledge, professional experience, origin, nationalities and gender of its members, ability to devote the time necessary for the job, specialisation in any specific subjects of special relevance (financial, legal, telecommunications, etc.), the absence of conflicts of interest (real or potential) and a personal commitment to defend the corporate interest. In particular, as regards, gender diversity, the policy must ensure that the less-represented gender makes up at least 30% of the total members of the Board of Directors, as soon as possible, and by the end of 2020.

In application of this policy, in financial year 2017 it was agreed to increase the number of directors by one. To fill this position, a well known executive head-hunter firm selection was hired and, after a rigorous process, the Appointments and Remuneration Committee nominated Marieta del Rivero, who was appointed independent director by a decision of the AGM.

Cellnex currently has a Board of Directors that is compact, experienced and oriented towards rolling out the strategy, with four proprietary directors and five independent directors, besides the CEO.

Among the adjustments made during 2017 we would highlight:

Incorporation, as mentioned above, of a new Independent Director, Marieta del Rivero, with the consequent expansion of the Board from 9 to 10 members, with a majority of independent directors.
Expansion of the Appointments and Remuneration Committee (CNR) from 3 to 4 members, with a majority of independent directors.
Appointment, on a proposal of the Appointments and Remuneration Committee, of independent director and current chairman of the Audit and Control Committee, Mr Bertrand Boudewijn Kan, as Vice-Chairman of the company.
Update of the remuneration policy of the Directors, changing only the current terms of the fixed and variable annual remuneration of the Chief Executive Officer, and consideration of the implementation of a new multi-annual incentive plan called Rolling ILP, consisting of three-year incentive plans (ILP Plan 2017- 2019, ILP Plan 2018-2020, ILP Plan 2019-2021).
Maintenance and adaptation of the Succession Plan for the main management positions.
Appraisal of the Board of Directors by an external consultant.
Computerisation of the declaration by persons subject to possible conflicts of interest within the framework of the internal rules of conduct on relations with the securities market.
Improved communication to directors through the Directors’ Portal.

These updates will supplement the policies and regulations currently in force at Cellnex to strengthen best practices in corporate governance.

Furthermore, last November a two-day annual meeting was held with the Board of Directors and the Management Committee, at which topics on the strategy and evolution of the company were discussed.

GRI: 102-18, 102-24, 102-27

The Cellnex Board of Directors

Independent directors:

Pierre Blayau, Chairman of Caisse Central Réassurance (CCR) 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. He is currently a member of the Board of Directors of Síminn hf., the Advisory Board of Wadhwani Asset Management and of the Supervisory Board of UWC in the Netherlands.
Peter Shore, former Chairman of telecommunications infrastructure operator Arqiva in the United Kingdom, Uecomm, Lonely Planet Publications, HostWorks Group and Airwave. He has also been Managing Director of the Telstra Group in Australia, CEO of Priceline in Australia and New Zealand and Managing Director of Media/Communications/Partners. He has also been a director of Objectif Telecommunications Limited, Foxtel, SMS Management and Technology and OnAustralia. He has also been a member of the Advisory Board of Siemens Australia.
Giampaolo Zambeletti, Chairman of RCS Investimenti and Vice-Chairman of Unidad Editorial, member of the Boards of Directors of Telecom Italia International (Netherlands), Auna, SA (Spain), Avea (Turkey), Oger Telecom (Dubai), Ojer Telekomunikasyon (Turkey) ) and Telekom Austria. He is currently a member of the Board of Directors of the Banca Farmafactoring Group in Milan.
Marieta del Rivero has held executive responsibilities at Telefónica, Nokia (Iberia and Corporation), Xfera Móviles, Amena and Nefitel. She is currently Senior Advisor at Ericsson and is a member of the advisory boards of the "Made in Mobile" technology incubator and the “Roca Salvatella” digital transformation consultancy. She is also a member of the Board in Spain of the International Women's Forum and of the Women Corporate Directors Foundation.

Proprietary directors:

Francisco Reynés Massanet, Chairman, he is currently Vice Chairman-CEO of Abertis Infraestructuras, SA and Patron of the private Abertis Foundation.
Francisco José Aljaro, Chief Financial Officer and Corporate Development Officer at Abertis Infraestructuras, S.A.
Josep Maria Coronas, currently Deputy Non-Executive Secretary, General Secretary and Corporate General Manager at Abertis Infraestructuras, S.A.
Lluís Deulofeu Fuguet, General Manager of Sanef Group (France), linked to Abertis Infraestructuras, S.A.

Executive Director:

Tobías Martínez Gimeno, Chief Executive Officer of Cellnex.

Non-Executive Secretary:

Javier Martí de Veses, General Secretary of Cellnex.

Deputy Non-Executive Secretary:

Mary Annabel Gatehouse, Legal Director for International Corporate Development of Cellnex.

In 2017, Cellnex commissioned an external consultant to conduct an appraisal of the performance of the Board of Directors, which concluded that, within a short period of time, Cellnex has created a complete internal regulatory body that ensures compliance with statutory obligations and the principles and recommendations of corporate governance. The Board, the Directors and its Committees have adopted and taken on board the conviction that it is not only obligatory and advisable, but also advantageous to manage with transparency, respect for shareholders, workers, suppliers and customers, and to abide by the principles that have been consolidated in the framework of corporate governance.

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. It should also be noted that the Board Committees are chaired by independent directors.

The responsibilities and functioning 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: 102-18, 102-22, 102-23, 102-27, management approach for diversity and equal opportunity (103-1, 103-2, 103-2), 405-1

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