Ethics and compliance

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 is as follows:

• Javier Martí de Veses (Chair). Cellnex General Secretary
• Sergi Martínez. Head of Internal Audit and Risk Control Cellnex
• Alberto López. Director of Resources and Transformation Cellnex
• 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.

Guiding Principles of the Cellnex Group established in the Code of Ethics.

• We embrace the ethical principles of integrity, honesty, and transparency, conducting ourselves at all times on the basis of good faith.
• We comply with all applicable legislation in the countries where the Cellnex Group operates and also with the Cellnex Group’s internal regulations.
• Ethical conduct and compliance with regulations are more important than Cellnex Group results.
• Wherever there is a conflict between the applicable legislation and the internal regulations applicable to the Cellnex Group, the former shall prevail.
• We do not allow the personal situations of affected individuals to come into conflict, whether directly or indirectly, with the interests of any company in the Cellnex Group.
• We treat information with the utmost rigour.
• We use and protect the company’s assets appropriately, treating people as its most important asset.
• We guarantee equal opportunities and do not discriminate against individuals.
• We guarantee that there will be no reprisals for any query on or report of breaches of the Cellnex Group’s Code of Ethics and its operating rules, provided that it is made in good faith.
• We protect the environment.
• We foster political neutrality.

Main responsibilities of Cellnex’s Ethics and Compliance Committee

Compliance with the Code of Ethics and development of 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 aims 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 the Group’s Code of Ethics, in 2018 the Ethics and Compliance Committee continued to advance on disseminating and communicating the Group’s Code of Ethics through various actions with different scopes according to the geographical area concerned:

• The communications campaign has continued to inform the staff in all countries where the group operates of its Code of Ethics, including Switzerland for the first time in 2018.
• During 2018, the Ethics and Compliance Committee has carried out a training campaign related to the Ethics Code and corruption, to all group’s employees, with the exception of the Netherlands, where the integration is pending. Through this campaign, training was given to 74.17% of the staff in Celllnex Spain, 29.85% of the staff in Cellnex Italy, 20% of the staff in Cellnex France and 13.04% of the staff in Cellnex Switzerland.
• Since 2017, all contracts in Cellnex Spain and Cellnex Italy include a clause in the general conditions which provides information on the Code of Ethics. In 2018 this clause was added to contracts in Switzerland, and it is also planned to be implemented in France, the Netherlands and the UK in 2019. Furthermore, the clause was extended in 2018 to require that all suppliers declare knowledge of and full compliance with the content of the Cellnex Group Code and the Corruption Prevention Rule. It is also compulsory for suppliers to inform their employees and, if applicable, their subcontractors of the Code and ensure compliance.
• The Cellnex Group Code of Ethics has created an information channel, called the Ethical Channel and managed by the Ethics and Compliance Committee, to confidentially notify any potentially significant irregularities detected within Cellnex Group companies.

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

• Request clarification 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 2018, two notifications were received for breaches of the Cellnex Group Ethical Code through the Group’s Ethical Channel, for which the appropriate measures were taken to resolve them through the established procedures. None of the notifications received were related to the violation of human rights.

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 2018. Moreover, 100% of the Board of Directors were given anti-corruption training.

Cellnex has a Model for the Prevention of Criminal Offences (MPDD), approved in 2017, which includes the appropriate surveillance and control measures to prevent crimes or significantly minimise their risk. The model has a general and specific protocol and will be reviewed periodically.

GRI: 102-16, 102-34, anti-corruption management approach (103-1, 103-2, 103-3), 205-2