Ethics and compliance

El Comité de Ética y Compliance del Grupo Cellnex representa el máximo órgano garante del cumplimiento del Código Ético del Grupo Cellnex y del desarrollo de su normativa interna. Este Comité es el órgano consultivo y de gestión, además de ejecutivo, de todas las cuestiones relativas al Código Ético del Grupo Cellnex.

The Cellnex Group Ethics and Compliance Committee represents the highest body in charge of complying with the Cellnex Group Code of Ethics and developing its internal regulations. This Committee is the advisory and management body, as well as the executive body, of all matters related to the Cellnex Group's Code of Ethics.

Likewise, the Ethics and Compliance Committee, as the body responsible for criminal compliance, is in charge of identifying the risks, mainly criminal, specific to the Cellnex Group and evaluating, analysing, implementing or improving and monitoring the Crime Prevention and Detection system.

The current composition of the Ethics and Compliance Committee:

• Sergi Martínez Pie. Head of Internal Audit and Risk Control Cellnex.
• Javier Martí de Veses (Chair). Cellnex General Secretary.
• Rosa Piñol. Cellnex Resources Manager.
• José Mª Miralles. Cellnex Legal Advice Manager. 

In order to ensure the independence of the Ethics and Compliance Committee of the Cellnex Group, it maintains its functional and organic dependence on the Appointments and Remuneration Committee of the Board of Directors of Cellnex Telecom, S.A.

Following this approach, the Ethics and Compliance Committee regularly reports its activities and initiatives directly to both the Appointments and Remuneration Committee and the Audit Committee. It should be underlined that compliance management is currently centralised in the corporation. However, the rules provide that Ethics and Compliance Committees may be set up in each of the countries where Cellnex is present should this prove necessary.

GRI: 102-16, management approach for anti-corruption (103-1, 103-2, 103-3)

Main responsibilities of Cellnex's Ethics and Compliance Committee.

Complying with the Code of Ethics and developing its internal regulations

The Cellnex Code of Ethics, approved in 2015 by the Board of Directors, is the fundamental rulebook of the Cellnex Group that establishes the enforceable general guidelines for all persons and stakeholders covered by it within the Cellnex Group.

The objectives of the Code of Ethics are:

• To establish general guidelines for action and behaviour.
• To define an enforceable ethical reference framework that should govern the work and professional conduct of everyone it covers.
• To create reference standards of conduct for stakeholders in contact with any of the companies in the Cellnex Group (partners, suppliers, customers, shareholders, partners, etc.).

Responding to one of its objectives, during 2017, the Committee focused on disseminating and communicating the Group's Code of Ethics through various actions with different scopes according to the geographical area concerned:

• A communication campaign was launched to provide information about the Group's Ethical Code to the staff of all the countries in which the group is present, with the exception of Switzerland, where it will take place in 2018.
• Training campaigns were carried for a total of 1018 employees, representing 82% of the total staff in Spain. The Ethics and Compliance Committee aims to extend this training to the remaining countries in the coming years.
• A campaign was launched to provide information on the Ethical Code to suppliers. In addition, in November 2017, Cellnex Spain added a new clause to the general conditions for orders, which involves information on the Code of Ethics. In 2018, this clause will also be added in the countries of the Group that have the SAP system in place. 

The Cellnex Group Code of Ethics has defined an information channel, called the Ethical Channel, managed by the Ethics and Compliance Committee, which allows the possibility to inform confidentially of any potential significance irregularities detected within Cellnex Group companies.

Using the Ethical Channel, all affected individuals and stakeholders can:

• Consult any doubts about the interpretation of the Code of Ethics, its implementing regulations, and all applicable legislation and internal rules.
• Report any breaches of the Code of Ethics, its implementing regulations, and the applicable legislation and internal rules.

Such communications and notifications can be made through:

• The Group’s intranet.
• E-mail: canaletico@cellnextelecom.com
• By post addressed to the Ethics and Compliance Committee.
• Other channels established in the internal rules.

An interactive form was created in 2017 to facilitate communications and is available to all employees. It provides an effective and confidential way to send communications and notifications directly to the Committee via e-mail without the need to print them on paper.

During 2017, there were no notifications of irregularities received through the various communication channels that are available to all personnel of the Group.

Likewise, Cellnex offers a Corruption prevention procedure, approved in 2015 by the Board, which aims to develop patterns of behaviour to continue efforts to combat corruption. This procedure also applies to all employees and stakeholders. In this regard, no cases of corruption were detected in the Cellnex group in 2017. In addition, 100% of the members of the council have received training in the fight against corruption.

GRI: 102-16, management approach for anti-corruption (103-1, 103-2, 103-3), 205-2