Integrated Annual Report

2.1 Corporate Governance

Cellnex  is firmly committed to doing business under efficient and transparent corporate governance, which promotes this culture. Cellnex works to implement and consolidate the best corporate governance practices, essentially as set out in the Good Governance Code for listed companies, approved by the Spanish Securities Market Commission in February 2015 and revised in June 2020.

The actions of the Board of Directors in the interests of the Company and in compliance with its legal and statutory functions and those arising from the Board of Directors' Regulations are oriented towards the corporate interest and to fulfilling its mission while abiding, in particular, by the Law, complying in good faith with explicit and implicit contracts with employees, suppliers, financiers and customers and, in general, observing such ethical duties that are reasonably imposed by a responsible business conduct. In this regard, the Board of Directors is responsible for managing and representing the Company in the terms set out in the Spanish Companies Law.

In this regard, Cellnex has been working to incorporate the principles of the Good Governance Code of the Spanish Securities Market Commission’s (CNMV, from the Spanish abbreviation) . This Good Governance Code contains a number of recommendations that aim, among other things, to ensure the correct functioning of the governing and administrative bodies of Spanish companies to conduct the highest levels of competitiveness in them; to generate confidence and transparency for shareholders and domestic and foreign investors; to improve internal control and corporate responsibility in Spanish companies; and to ensure a proper segregation of functions, duties and responsibilities in companies, from a perspective of maximum professionalism and rigour.

The 2022 Annual Corporate Governance Report has been prepared in free format for the first time to reinforce the Company's good governance practices aligned with the best standards in Europe

Progress made in 2022

Corporate policies update

The following corporate policies were updated in 2022:

Additionally in early 2023 the following policies have been updated:

The most up-to-date list of corporate Policies is publicly disclosed on the corporate website. 

Based on Cellnex's ongoing endeavours, at its meeting held on 24 March 2022, the Board of Directors of Cellnex Telecom, S.A. approved the proposal of the Nominations, Remunerations and Sustainability Committee, to submit a new Directors' Remuneration Policy for financial years 2022, 2023, 2024 and 2025 to a binding vote of the 2022 Annual General Shareholders' Meeting, as a separate item on the agenda, in accordance with the provisions of the restated text of the Spanish Companies Law (Ley de Sociedades de Capital) approved by Royal Legislative Decree 1/2010 of 2 July 2010, as amended by Law 5/2021 of 12 April 2021 regarding the encouragement of long-term involvement of shareholders in listed companies.

The new 2022 Directors' Remuneration Policy, although it is consistent with the last policy, approved by the 2022 Annual General Shareholders' Meeting  introduces changes to adapt certain components of remuneration to the rapid evolution of the Company and recognise its greater complexity following the various integrations that are being carried out simultaneously. Two of the main triggers were:

  1. To align with best market practices, and incorporate the feedback provided by major investors.
  2. To include in the Long Term Incentive Plan (LTIP) demanding targets and reward value creation as a strategic element to retain management and key talent in this highly competitive sector.

The Board of Directors agreed to these amendments, following a favourable recommendation of the Nominations, Remunerations and Sustainability Committee after considering corporate governance recommendations, market practice of peer sectors and companies, and the opinion of Cellnex’s main shareholders and certain proxy advisors, with whom the Company has shared the main amendments contained in this Remuneration Policy and the provisions of the Good Governance Code for listed companies in Spain concerning directors’ remuneration.

Detailed information is enclosed on the Annual Report on Remuneration of Directors (Annex 10).

Other internal regulations amended

The list of other internal regulations amended  in 2022 is as follows:

Additionally, in early 2023 these other internal regulations were updated:

Annual Corporate Governance Report

The 2022 Annual Corporate Governance Report has been prepared in free format for the first time to reinforce the Company's good governance practices in line with the highest standards in Europe.

Therefore, in addition to the information provided in the CNMV format, further information is provided to increase the transparency of the information contained in this report. Moreover, the Report has a more visual design.

Detailed information is given in the Annual Corporate Governance Report (Annex 11).

During 2021-2022 the Board of Directors and Senior Management received an ad hoc training course on ESG designed with IESE

Training and ESG awareness

Additionally, during 2021-2022 the Board of Directors and Senior Management received an ad hoc training course on ESG. The course was designed with IESE Business School  to create value on the discussions and to ensure that the governance bodies have the right oversight and decision-making capabilities on ESG.

Specifically, the training was focused on four themes:

  1. To identify ESG factors that may have an impact on the business, as well as those ESG factors that are legally required in order to develop a strategy to take relevant ESG factors into account in business decisions.
  2. To understand the turning point in institutional investors’ strategy regarding ESG, as well as how investors require various ESG disclosure standards in order to understand how to integrate ESG when communicating with investors and proxy advisors.
  3. To understand the US and EU models of reporting ESG and the notion of materiality in different businesses in order to integrate financial and non-financial reporting.
  4. To understand how to lead ESG and how to integrate ESG into the business strategy.

Cellnex's Board of Directors

Composition of the Board of Directors

The Board of Directors ensures that the composition of the body favours diversity of knowledge, professional experience, origins, nationalities, age and gender of its members and that proprietary and independent Directors represent a large majority of the Board of Directors. Also that the number of executive directors is the minimum necessary, and that the independent Directors make up at least a half of the total number of directors.

In this regard, the Board of Directors should comprise the number of directors determined by the General Shareholders’ Meeting, within the limits set by the Company’s Corporate Bylaws. The Board of Directors must propose to the General Shareholders’ Meeting a number which, in accordance with the changing circumstances of the Company, is most appropriate to guarantee the proper representativeness and efficient operation of the Board of Directors.

As stated in the Board of Directors' Regulations and in the  Policy on the composition of the Board of Directors, the least represented gender should represent at least 40% of the total number of Board members. This objective was already achieved in 2021, when female Directors represented 45% of all Board members. With the incorporation of Ana García Fau, the number of female directors rises to 6 out of 11 (55%).

In addition, following its commitment to Diversity, the Board of Directors includes representatives of 7 different nationalities: Spain, France, The Netherlands, Germany, Austria, United Kingdom and Australia.

Another key indicator of the Good Governance of the Board is the number of independent Directors, which amounts to 8 out of 11 (73%); 2 out of 11 (18%) are proprietary Directors and there is only one executive Director.The functions of the CEO are separated from those of the Chair, who is an independent Director.

The changes made to the composition of the Board of Directors in 2022 include the following:

  • Mr. Giampaolo Zambeletti did not stand for re-election as Director at the Meeting held on 28 April 2022.
  • Ms. Ana García Fau joined the Board as a new independent director on 18 July 2022 to fill the vacancy on the company’s Board of Directors that arose after Giampaolo Zambeletti did not stand for re-election. She is also Chair of the Audit and Risk Management Committee since December 15, 2022.

Additionally, in the 2022 Annual General Shareholders' Meeting 7 Directors were re-elected for the 3-year term specified in the Company's bylaws.

The Board of Directors meets on a regular basis to discuss and supervise the.company's performance and evolution. In 2022, 22 meetings of the Board of Directors were held, with an attendance of 97.47%.

The most up-to-date composition of the Board of Directors and its Committees is available on the Cellnex's corporate website: Corporate Governance - Board of directors.

The current composition of the Board of Directors of the Cellnex Telecom is as follows:

Independent Directors

Bertrand Boudewijn Kan has extensive professional experience in investment banking and focused on the telecoms, media and technology sector in particular. He spent most of his career at Morgan Stanley where he became a Managing Director and Head of the European Telecoms Group. Subsequently in 2006 he moved to Lehman Brothers, where he was Co-Head of the Global Telecoms Team and was a member of the European Operating Committee. In 2008, following the acquisition of Lehman Brothers by Nomura, he became Head of the Global Telecoms, Media and Technology Group at Nomura and was a member of the Investment Banking Global Executive Committee. He left investment banking in 2012. Among other responsibilities, in addition to the Cellnex Board, he is currently Chairman of the Board of UWC Netherlands. Bertrand Kan graduated with B.Sc. and an M.Sc. degrees in Economics from the London School of Economics.

Pierre Blayau is currently holding the position  of Censor of FIMALAC, Senior Advisor of Bain & Company, Chairman of Harbour Conseils and Board member of Newrest. He was previously Chief Executive Officer of Pont à Mousson, PPR, Moulinex, Geodis, and Executive Director of SNCF. He has also served as Executive Director of La Redoute, as a member of the Board of Directors of FNAC, and Independent Director of Crédit Lyonnais and President of the Board of Directors of Areva and President of CCR (Caisse Centrale de Réassurance). Pierre Blayau is a Public Finance Inspector of the French Ministry of Finance, and graduated from the École Nationale d’Administration de Paris and the École Normale Supérieure de Saint-Cloud.

Leonard Peter Shore has extensive experience in the telecommunications and tech sector. He held the position of Chair of Arqiva in the UK (2007-2014). Shore was Group Managing Director at Telstra in Australia and in that role also a Director of Pay TV operator Foxtel, SMS Management and Technology, and OnAustralia. He has also been Chair of Uecomm, Lonely Planet Publications, the Hostworks Group, Unwired and Airwave, CEO of MyPrice (Aust/NZ), Managing Director of Media/Communications/Partners and a Director of Objectif Telecomunications Limited. He was furthermore a member of the Advisory Board of Siemens Australia. He also served as member of the UK Corporate Board of the National Society for the Prevention of Cruelty to Children and Board of the Australia-United Kingdom Chamber of Commerce. He is also currently Chairman of Gigacomm Pty Ltd, a private Australian broadband service provider. Leonard Peter Shore holds a degree in Applied Mathematics and Computing Science from the University of Adelaide. Other current professional activities and positions: Chair of Minnamurra Partners Pty Ltd y BlueJay Technologies Ltd.

Marieta del Rivero is independent director of Cellnex Telecom and Gestamp Automotive and a member of its sustainability committee. Non-executive Chair of Onivia. She is a member of the Advisory Board of Mutualidad de la Abogacía,  member of the Board of the Spanish Executives Association and Co-Chair of Women Corporate Directors Spain. She has been global marketing director of Telefonica, deputy managing director to the digital commercial managing director of Telefónica, CEO of Nokia Iberia, senior advisor of Ericsson, partner of Seeliger & Conde and Chair of International Women´s Forum Spain. She was one of ‘The 500 Most Influential Women in Spain’ in 2018, 2019, 2020, 2021 and 2022 according to ‘El Mundo’; she was one of ‘The Top 100 Women Leaders 2018’ by Mujeres & Cía, and she was recognized as the ‘Best Executive 2017’ by the Spanish Association of Business Women. She is the author of the book ‘Smart Cities: a vision for the citizen’. Marieta del Rivero completed an AMP (Advanced Management Program) by IESE, an EP (Executive Program) by Singularity University California and is an executive coach certified by ECC and ICF. Marieta del Rivero is BA in Business Administration by University Autónoma of Madrid (UAM).

Anne Bouverot is currently Chairperson of the Board of Technicolor Creative Studios, as well as Senior Advisor of TowerBrook Capital Partners, Board member of Ledger and Chairperson of École Normale Supérieure in Paris. She is also Chairperson of Fondation Abeona, whose motto is “Championing Responsible AI”, working on social impact of AI and digital technology. Previously she was CEO of Morpho, a biometrics and cybersecurity company (between 2015 and 2017) and general director of the GSMA (between 2011 and 2015). Prior to this she had a 19 years career with several management positions in the Orange/France Telecom group, the last of which was Executive Vice President of Mobile Services from 2009 to 2011. Anne Bouverot has a degree in Mathematics and a PhD in Artificial Intelligence from the École Normale Supérieure in Paris, and a degree in Engineering from Telecom Paris.

María Luisa Guijarro has worked most of her career in the Telefónica group, from 1996 until 2016, where she held positions including Global Marketing and Sponsorship Manager, CEO of Terra España, Director of Marketing and Business Development in Spain and, in her later years at the company, member of the Executive Committee in Spain as head of Strategy and Quality. She is non-executive Chair of Adamo Telecom, S.L. She has a degree in Economics from the Universidad Autónoma de Madrid.

Kate Holgate  has extensive professional experience in a range of sectors including technology, professional and financial services, and real estate. Working predominantly in financial, corporate and crisis communications, Kate has worked in the United Kingdom and the Asia-Pacific region. A specialist in mergers and acquisitions and IPOs, she joined the international communications and public affairs consultancy Brunswick Group in 2000 becoming a partner in 2006. From 2019 until December 2020, she was Head of the company’s Hong Kong office, and between 2013 and 2019 was based in Singapore after holding other senior positions at Brunswick Group’s head office in London. In 1994 Kate joined Kleinwort Benson’s Corporate Advisory Department and prior to that, worked for the UK Diplomatic Service, having graduated with an Honours degree in Physics from Oxford University.

Ana García Fau has developed her professional career in companies such as McKinsey & Company, Goldman Sachs, Wolff Olins, Telefónica Group and Hibü (Yell Group). During her professional career in Telefónica Group, she held several executive responsibilities in TPI Páginas Amarillas, as CFO and Managing Director of Corporate Development. At the same time, she was a member of the Board of Directors of several of its subsidiaries. At Yell/Hibü she was also CEO for Spain, Latin America and the US Hispanic market and a member of its International Executive Committee. She is currently an Independent director of the listed companies, Gestamp Automoción, Merlin Properties Socimi and JDE Peet´s (the Netherlands). She is also non-executive Chair of Finerge, S.A., a Portuguese renewable energy company, Independent director of Globalvía, SAU and member of several advisory boards of companies operating in the financial, insurance and technology sectors, amongst others, such as Salesforce and DLA Piper. She is also member of the Board of Trustees of the Fundación Universidad Comillas ICAI. In recent years, she has been a member of the Board of Directors as an independent director of Eutelsat and Technicolor, in France, and of Euskaltel. Ms. Ana García Fau has a degree in Law and in Economics and Business from the Universidad Pontificia Comillas (ICADE, E-3) in Madrid and an MBA in Business Administration from Massachussets Institute of Technology (MIT) (Boston, United States). Other current professional activities and positions: Member of the Board of Trustees of Mutualidad de la Abogacía, Pictet Iberia y Fremman Capital

Proprietary Directors

Christian Coco is Investment Director at Edizione Srl. He is also a director of Atlantia Spa, companies of Edizione Group, Benetton Srl and CEO of ConnecT Due. He began his professional career in strategic planning in the energy sector and in 2002 he joined Mediobanca in the acquisition finance department. From 2007 to 2011 he worked in private equity firms, focusing especially on investments in the infrastructure sector in Europe. Subsequently, and until joining the Edizione Group in 2015, he was head of Planning, Control and M&A of the CIR Group of the De Benedetti family. Christian Coco has an engineering degree from Milan Polytechnic, and a post graduate degree in Utility Companies from MIP Milan (Politecnico’s Business School). Other current professional activities and positions: Non-executive Chairman of Benetton Group Srl.

Alexandra Reich has 20 years’ experience in the telecommunications industry, after starting her career in investment banking. She is currently member of the Board of Directors of the Dutch company Delta Fiber, IKANO (IKEA) SEA, Salt SA, Switzerland, Speed-Connect Austria-Infinigate Germany (Infracapital) and Infinigate Holding Ad-Switzerland (Bridgepoint). She has been senior advisor at Telenor, as well as CEO of Telenor in Thailand – DTAC (from 2018 to 2020) and CEO of Telenor Hungary (from 2016 to 2018) as well as Chairperson of the Boards of Telenor Serbia and Telenor Bulgaria. She also held various management positions at Swisscom (between 2009 and 2016) and Sunrise (between 2007 and 2009) in Switzerland, and at Hutchison (between 2005 and 2007) and United Telecommunications (between 2004 and 2005) in her native Austria. Alexandra Reich has a degree in Business Administration and a Master degree from the Vienna University of Economics and Business Administration.

Executive Director

Tobias Martínez is the company’s top-ranking executive (CEO) and sole director of the subsidiary Cellnex Finance Company, S.A.U. He joined Acesa Telecom (Abertis Group) in the year 2000, first as Board Member and Director General of Tradia, and subsequently of Retevisión. Before joining the Abertis Group, he headed his own business project in Information and Telecommunication Systems for more than 10 years. He studied Telecommunications Engineering and holds a Diploma in Top Management from the IESE Business School (PADE) and a Diploma in Marketing Management from the Instituto Superior de Marketing de Barcelona (Higher Institute of Marketing of Barcelona).

Non-Executive Secretary

Jaime Velázquez Vioque has a Law degree from the University of Extremadura and is a State Lawyer on leave from that post. He has extensive experience in Commercial Law, mainly in corporate merger and acquisition operations in regulated sectors and in matters related to corporate governance of companies. He is currently running an international law firm in Spain, which he joined in 2005. Previously, he served as secretary of the board of directors and director of legal advice of the Spanish Official Credit Institute (ICO), and general secretary of the council of the Telecommunications Market Commission (CMT). He has taken part in numerous talks and has also been an associate professor of Commercial Law at the Pompeu Fabra University in Barcelona.

Non-Directorial Vice-Secretary

Virginia Navarro Virgós is Global Corporate Governance – Legal M&A & Financing Director at Cellnex. Prior to that, she was Senior Manager of the Legal Department at Abertis Infraestructuras, where she spent ten years actively participating in the Group’s M&A and financing projects, both national and cross-border. Previously, she worked at Linklaters in Spain as Associate in the Corporate Department, and in the legal department of Morgan Stanley. Virginia Navarro has a Law degree from Pompeu Fabra University (UPF) and a Master in International Legal Practice from Instituto de Empresa (IE).

Committees of the Board of Directors

The other governing bodies of Cellnex are the Nominations, Remunerations and Sustainability Committee (NRSC) and the Audit and Risk Management Committee (ARMC) as delegated bodies.

The Nominations, Remunerations and Sustainability Committee (NRSC) is composed of five members (three independent and two proprietary). In 2022, 19 meetings were held with 98.90% attendance of all members. The functions of the NRSC include setting a representation target for the under-represented gender on the Board of Directors and developing guidance on how to achieve this target. It also reports to the Board of Directors on the non-financial information that the Company must disclose from time to time. It is also responsible for assessing and periodically reviewing the corporate governance system and the Company's Environmental, Social and Governance Policy, in order to ensure that they fulfil their mission of promoting corporate interests.

The Audit and Risk Management Committee (ARMC) is composed of four members, all independent. On 15 December 2022, Mr. Bertrand Boudewijn Kan submitted his resignation as a member of the Audit and Risk Management Committee to focus on his duties as Chair of the Board of Directors. Likewise, Mr. Leonard Peter Shore submitted his resignation as Chair of the Audit and Risk Management Committee for personal reasons and the Board of Directors agreed to appoint the independent director Mrs. Ana García Fau to replace Mr. Leonard Peter Shore as the new Chair of the Audit and Risk Management Committee.  In 2022, 11 meetings were held with 100% attendance of all members. The ARMC's duties include reporting to the General Shareholders' Meeting on the outcome of the audit, explaining how the audit has contributed to the integrity of the financial and non-financial information and the role the Committee has played in that process. It also supervises and evaluates the process of preparation and presentation of financial and non-financial information, as well as the control and management systems for financial and non-financial risks relating to the Company.

The responsibilities and functioning of the ARMC and the NRSC are incorporated in the Board of Directors' Regulations.

In accordance with article 529 nonies of the Spanish Companies Law, the Board of Directors carries out an annual assessment of the functioning of the Board and its committees. Based on the results of the assessment, an Action Plan is drawn up for the following year, which is approved by the Board of Directors.

In relation to the annual assessment of the Board and its Committees, the Good Governance Code of Listed Companies recommends that the assessment be carried out with an external advisor every three years. Although this assessment was due to be carried out internally this year, the Board of Directors has decided to carry out the assessment with an external advisor in order to comply with best Good Governance practice.

Shareholding structure

The current share capital of Cellnex Telecom S.A. is set at 176,618,843.75 euros, divided into 706,475,375 ordinary shares with nominal value of 0.25 euros each, belonging to a single class and series, fully subscribed and paid up. All the shares are ordinary and are represented by book entries, and the accounting record is kept by Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. Unipersonal (Iberclear). Cellnex Telecom S.A. is listed on the stock exchanges of Madrid, Barcelona, Bilbao and Valencia. It belongs to the General Procurement business segment.

The significant shareholders in Cellnex Telecom as of December 31, 2022 are:

Share capital

Ordinary shares

The Committee of Ethics and Compliance has  carried out an initiative to update the criminal risk and controls matrix

Ethics and Compliance

The Board of Directors and the Management of Cellnex are firmly committed to promoting a solid culture of compliance, ethics and integrity in the performance of all activities of the Cellnex Group, including professional members of the Group, representatives, suppliers and other third parties that provide services or in any way act in Cellnex’s name or have any relationship with the Group.

In this context, the Committee of Ethics and  Compliance  (“CEC”) is responsible for the proactive oversight in respect to ethics, and business integrity and for the effective functioning of the Cellnex compliance system, for which it has ample powers and independence in the execution of its functions. The Committee is governed by the Regulations of the Committee of Ethics and  Compliance, the applicable law and other Cellnex Group corporate governance rules.

The Committee of Ethics and  Compliance is an internal standing collegiate committee, linked to the Audit and Risk Management Committee 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, it has the following competencies:

The current composition of the Ethics and Compliance Committee is as follows:

  • José Mª Miralles (Chairman). General Counsel - Global Legal and Regulatory Affairs
  • Sergi Martínez (Secretary). Head of Global Internal Audit and Risk Control.
  • Yolanda Menal. Global People Director.
  • Daniela Sonno. Country Economic & Management Control Director of Cellnex Italy.
  • Yvette Meijer. Deputy Country Managing Director at Cellnex Netherlands.

Crime Prevention and Detection Model

In 2020 Cellnex reviewed and updated its Crime Prevention Model (CPDM) to adapt it to the various legal provisions approved since the previous version of the Model, as well as to adapt to Cellnex’s organisational changes.

Likewise, a report was issued based on the NIEA 3000 Standard “Assurance Engagements other than the audit or review of historical financial information”, which establishes that Cellnex has an adequate and reasonable control environment to mitigate the commission of criminal offences that entail criminal liability of legal persons.

During 2022 Cellnex, in line with its ongoing commitment to review and update the identified criminal risks and foster the appropriate controls and measures to mitigate them, carried out an initiative to update the criminal risk and controls matrix, which had been defined with the collaboration of the Departments involved over the last few years, in order to subsequently integrate it into the tool that will support the review process: SAP GRC.

In this regard, in 2023 Cellnex will review, adapt and audit the Crime Prevention and Detection Model in order to bring it into compliance with the latest regulatory updates. 

The Corruption Prevention Procedure symbolises Cellnex’s commitment to combat corruption

Corruption Prevention Procedure

Cellnex has as one of its basic pillars the conduct of its business in an upright, honest, responsible, and transparent way, always following the principles of ethics in its business, and not tolerating any form of corruption.

In that connection, the current changing environment, the different geographical scopes where Cellnex carries out its activities and the constant relationship with third parties make it necessary for Cellnex to be fully committed to the fight against all forms of corruption, providing coverage of the main legal, reputational and economic risks to which it is exposed.

Consequently, Cellnex has developed a Corruption Prevention Procedure (CPP) designed to establish the principles that ought to be followed to combat corruption and provide a guide to be followed by all managers, employees, and governing bodies of Cellnex, as well as third parties, setting out appropriate standards of conduct regarding the prevention, detection, investigation, and redress of any corrupt practice within Cellnex.

The CPP therefore symbolises Cellnex’s commitment to combat corruption, in line with the requirements laid down by the ISO 37001 standard. In this regard, no cases of corruption were identified in 2022, as was the case in 2021.

To reinforce the culture of compliance, ethics, and integrity, and to align with the requirements of UNE 19602, the Tax  Compliance Committee, a specific body for Tax Compliance, was set up in 2021 within Cellnex Group. Furthermore, since 2020 Cellnex has adhered to the Code of Good Tax Practices.

In line with the desire for continuous improvement, with the help of an independent third-party expert, a Gap-Analysis Report was drafted on the content of the CPDM and the CPP and the proposals in relation to recommendations laid down by ISO 37001.

Moreover, during 2022 Cellnex continued working with a tool initially deployed as a pilot in 2021, that can automatically assess any compliance risk that Cellnex bears when contracting with third parties, such as customers or suppliers, with the aim of avoiding any kind of damage arising from relationships with such as customers or suppliers, with the aim of avoiding any kind of damage arising from relationships with such parties.

This tool helps monitor data such as the presence on an international sanctions list of entities related to Cellnex, to treat its administrators as politically exposed persons, or if a company appears in the media or social network for reasons related to corruption, money laundering or tax evasion.

Finally, during 2022 the CPP was updated in correlation with all the other actions carried out by the Committee of Ethics and Compliance, aligning its content with the undertakings and regulations set out in the other policies.

Two new policies have been created to improve the Cellnex ethics body of law and comply with the ISO 37001, the Gifts and Hospitality Policy and the Conflict of Interest Policy.

Code of Ethics

The Code of Ethics constitutes a set of mandatory rules which explains, in a systematic and explicit way, the standards, principles, basic responsibilities and principles that must govern/lead in Cellnex.

This Code of Ethics is based on Cellnex’s own culture and aims to establish the guidelines to be followed when doing business and the conduct of persons subject to it, who must know and expand them, to always ensure ethics and transparency in business.

Specifically, the main objectives of the Code of Ethics are as follows: 

  • To establish general and minimum standards of conduct
  • To define a mandatory ethics framework of reference. This framework must govern the work and professional behaviour of those who are subject to the Code of Ethics.
  • To create a new Code of Ethics that functions as a reference for interest groups that are in some way related to the various parties connected to Cellnex (staff, suppliers, customers, shareholders, associates, etc.)

All persons subject to the code must be familiar with the Cellnex Code of Ethics; Cellnex Telecom must post the Cellnex’s Code of Ethics, and the internal guidelines and implementing rules on its corporate website and Intranet network, Furthermore, every person who joins Cellnex and is considered to be subject to the Code of Ethics, will be handed a copy of it by the Human Resources Management team, in this case as internal implementing guidelines and rules. Likewise, when Cellnex contacts its interest groups, it must notify the existence of this Code of Ethics, its implementing rules, and the mandatory nature of its agreement in all aspects it may affect.

In view of the territorial expansion and evolution of Cellnex over the past two years, during 2022 the Committee of Ethics and Compliance worked on an updated version of the Cellnex Code of Ethics, with the aim of standardising the ethical policies for a coherent and cross-referenced internal body of law, applicable to the whole Group.

Along the same lines, two new policies have been created to improve the Cellnex ethics body of law and comply with ISO 37001: the Gifts and Hospitality Policy and the Conflict of Interest Policy.

Both aspects were previously regulated under the Cellnex Code of Ethics and, during 2022, were developed into their respective independent policies to reinforce the anti-corruption culture within Cellnex.

Cellnex strives to forge business relationships based on honesty and transparency, rejecting any conduct that might be aimed at gaining preferential treatment in the public as well as in the private sector.

For this reason, the purpose of the Gifts and Hospitality Policy, applicable to all subject persons under the Cellnex Code of Ethics, is to avoid and prevent the offering, provision, or acceptance of gifts, hospitality, or similar benefits, whenever they are or might be construed as an act of bribery or corruption.

A conflict of Interest does not of itself constitute fraud; but it is a strong indicator of a potentially fraudulent situation. Accordingly, and without prejudice to the applicable Legislation, having a Conflict of Interest Policy within the company, also applicable to all persons subject to the Cellnex Code of Ethics, is of the utmost importance for protecting Cellnex’s governance principles of transparency and impartiality, and to raise awareness to prevent conflicts between professional duties and private interests.

The aforementioned policies, along with the update of the Code of Ethics, were approved by Cellnex's Board of Directors in January 2023.

The Whistleblowing Channel is accessible through 4 main channels

Whistleblowing channel

The Cellnex Group, as part of its mission to foster a robust culture of compliance, has updated its complaints channel, the “Whistleblowing Channel" to comply with the EU Whistleblower Directive and reinforce the confidentiality and anonymity features.

The Cellnex Whistleblowing Channel is a communication tool accessible to anyone subject to its Code of Ethics and any other third party making use of it which allows them to report, in good faith, without fear of reprisals, confidentially and anonymously, any kind of infringement of current legislation and/or other internal regulations that they may notice within Cellnex.

Through the Whistleblowing Channel, all persons concerned and stakeholders may:

  • Submit any query they may have regarding the interpretation of the Code of Ethics and other internal rules.
  • Report conduct that might involve non-compliance with the Code of Ethics, internal rules or, in general, legislation in force applicable to the Group (notably, crimes and irregularities relating to financial and accounting, labour or human rights aspects).

Both staff of the Cellnex Group and third parties with whom the Group has any type of relationship must cooperate in the early detection and notification, via the Whistleblowing Channel, of any conduct that might entail a breach of the applicable regulations, especially where such conduct might give rise to criminal liability for Cellnex.

With this purpose in mind, and in order to guarantee and safeguard greater independence and confidentiality for potential Whistleblowers, the management of the Whistleblowing Channel is outsourced to an independent third-party expert, the Channel Manager.

The Whistleblowing Channel is easily accessible as follows:

  • Through the Cellnex Group Intranet;
  • Through the e-mail address es_cellnex.whistleBchannel@pwc.com, by filling out the form provided on the Intranet;
  • By post for the attention of the Channel Management Offices: Torre PwC. Paseo de la Castellana, 259 B – 28046 Madrid (Spain), and by
  • Phone to the following number: +34 915 685 340.

In this regard, a Group-wide awareness campaign was carried out consisting of four different communication campaigns using Intranet features (banners, “Did you know?”, emails to staff).

The number of communications received through the Whistleblowing Channel in 2022 was nine (seven in 2021). Three of those communications were registered by the Channel Manager. None of the communications received were related to human rights violations, corruption nor tax. 

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