On 20 June 2016, the IBEX 35 Technical Advisory Committee approved the inclusion of Cellnex Telecom (CLNX: SM) in the benchmark index of Spain’s stock exchange, the IBEX 35, which brings together the principal companies on the Spanish stock exchange in terms of capitalisation and turnover. This milestone brought with it a broadening of the shareholder base, giving Cellnex higher liquidity and making it more attractive to investors. At present Cellnex has a solid shareholder base and the majority consensus of analysts who follow our company c.+85% is a recommendation to buy.
As at 31 December 2022, the share capital of Cellnex Group increased by EUR 6,787 thousand to EUR 176,619 thousand (EUR 169,832 thousand at the end of 2021), represented by 706,475,375 cumulative and indivisible ordinary registered shares of EUR 0.25 par value each, fully subscribed and paid (see Note 14.a to the accompanying consolidated financial statements).
Cellnex’s share price decreased -39% during 2022, closing at EUR 30.92 per share. The average volume traded has been approximately 1,722 thousand shares a day. The IBEX 35, STOXX Europe 600 and the STOXX Europe 600 Telecom were down by -6%, -13% and -17% over the same period.
Cellnex's market capitalisation stood at EUR 21,844 at the year ended on 31 December 2022, 673% higher than at start of trading on 7 May 2015, compared with a 26% drop in the IBEX 35 over the same period.
The evolution of Cellnex shares during 2022, compared to the evolution of IBEX 35, STOXX Europe 600 and STOXX Europe 600 Telecom, is as follows:
On 31 May 2018 the ordinary general shareholder’s meeting of Cellnex decided to delegate in favour of the Parent Company’s Board of Directors the power to purchase treasury shares up to a limit of 10% of the share capital of the Parent Company.
In accordance with the authorisation approved by the Board of Directors, at 31 December 2022 the Group held 1,119,007 treasury shares (0.16% of its share capital). The use to be made of the treasury shares has yet to be decided and will depend on any decisions adopted by the Group's governing bodies.
In the context of the acquisition of the tower businesses and assets in the United Kingdom of CK Hutchison Networks Europe Investments S.à r.l. ("Hutchison") Cellnex transferred 6,964,144 treasury shares and issued 27,147,651 new shares. Thus, a total of 34,111,795 Cellnex shares were delivered to Hutchison.
In addition, as at 31 December 2022 and 2021, 291,258 and 123,969 treasury shares respectively had been transferred to employees as remuneration payable in shares.
The approved shareholders’ remuneration policy aims to maintain an appropriate balance between shareholder remuneration, the parent company’s profit generation and the parent company’s growth strategy, while pursuing an adequate capital structure. When implementing the Shareholders’ Remuneration Policy, the Group is focused on distributing an annual dividend of 10% above the dividend distributed for the prior year. As a result, each year the parent company distributes dividends against either net profit or distributable reserves attributable to the Group for the respective financial year.
On 21 July 2020, the General Shareholders’ Meeting approved the distribution of a dividend charged to the share premium reserve with a maximum of €109 million, to be paid upfront or in instalments over the years 2020, 2021, 2022 and 2023. It was also agreed to delegate to the Board of Directors the authority to establish, if appropriate, the amount and the exact date of each payment during that period, while always remaining within the maximum overall amount stipulated.
In accordance with the Shareholders’ Remuneration Policy, shareholder remuneration for fiscal year 2021 will be equivalent to that for 2020 (EUR 29.3 million) plus 10% (EUR 32.2 million); the shareholder remuneration corresponding to fiscal year 2022 will be equivalent to that of 2021, plus 10% (EUR 35.4 million).
During 2022, and in compliance with the Group´s Shareholders’ Remuneration Policy, the Board of Directors, pursuant to the authority granted by the decision of the General Shareholders’ Meeting of 21 July 2020, approved the distribution of a dividend charged to the share premium reserve in the amount of EUR 11,820 thousand, which represents EUR 0.01761 for each existing and outstanding share giving entitlement to receive such a cash pay-out. In addition, the Board of Directors, pursuant to the authority granted by the resolution of the Annual Shareholders’ Meeting of 21 July 2020, approved the distribution of a dividend charged to the share premium reserve in the amount of EUR 24,814 thousand, which represents EUR 0.03518 for each existing and outstanding share giving entitlement to receive such a cash pay-out.
Dividends will be paid on the specific dates to be determined in each case and will be duly announced.
On 15 December 2022, the Board of Directors approved the following Shareholders' Remuneration Policy corresponding to the fiscal years 2023 and 2024: (i) the shareholder remuneration corresponding to fiscal year 2023 will be equivalent to that of 2022 (EUR 36.6 million) increased by 10% (EUR 40.3 million); (ii) the shareholder remuneration corresponding to fiscal year 2024 will be equivalent to that of 2023 increased by 10% (EUR 44.3 million).
Notwithstanding the above, the Group’s ability to distribute dividends depends on several circumstances and factors including, but not limited to, the net profit attributable to the Group, any limitations included in financing agreements and the Group’s growth strategy. As a result of such (or other) circumstances and factors, the Group may amend the Shareholders’ Remuneration Policy or may not pay dividends in accordance with the Shareholders’ Remuneration Policy at any given time. In any case, the Group will duly announce any future amendment to the Shareholders’ Remuneration Policy.
Cellnex works continuously to maintain a good two-way relationship with its shareholders. To that end, there is a policy for communication and contact, which states that the Board of Directors will be responsible for providing suitable channels for shareholders to find any information the management of the Group, and for establishing mechanisms for the regular exchange of information with institutional investors that hold shares in the Group.
The Group has several communication channels to ensure effective compliance with the principles of the above-mentioned Policy, some of which are general channels, designed to disseminate information to the public, while others are private and primarily intended for shareholders, institutional investors and proxy advisors.
The general channels are the website of the Spanish Stock Exchange Commission (CNMV) and other bodies, and the Cellnex Corporate website. The private channels for use by shareholders and investors are the various social networks on which Cellnex has an account (such as LinkedIn, Twitter and YouTube), as well as the “Shareholders and Investors” section on the Group website and the Investor Relations Area. Concerns may also be expressed at the General Shareholders' Meeting.
Further information on stakeholder engagement can be found in section 1.3 Our commitment - Stakeholders.
In recent years, there has been an increase in European legislation regarding a number of ESG topics, many of which are already being applied (Green Deal, EU Taxonomy) and others that will come into force over the coming years (Corporate Sustainability Reporting Directive, Human Rights Due Diligence Directive). This has translated into a considerable increase in interest among stakeholders in knowing, demanding and evaluating the level of companies' commitment in relation to various ESG issues, as the implementation of actions aligned with ESG criteria carries a lot of weight with investors when choosing one investment or another.
In this regard, more and more companies are integrating ESG as a fundamental pillar of their business model, thereby increasing competition between them in relation to ESG performance. Information is therefore needed to measure and compare companies' contributions and responsibility in relation to ESG topics. To do this, analysts, agencies and information providers in the field of sustainability evaluate the exposure of companies to ESG risk as well as their risk mitigation and management capacity, obtaining a rating for companies in terms of sustainability performance.
Cellnex is evaluated in the main international sustainability ratings, including CDP, Sustainalytics, MSCI, CSA from S&P Global, FTSE4Good, and Standard Ethics, among others. Through its ESG performance Cellnex demonstrates its commitment to meeting investors' expectations based on transparency and accountability in terms of sustainability.
Compared with the previous year, in 2022 Cellnex consistently improved its overall score in the sustainability ratings, thus reaching all-time highs. The 2022 score ratings are summarised below.
Sustainalytics measures a company's ESG risk and is usually used for investors worldwide, as it is an environmental, social and corporate governance (ESG) research and rating company. The rating ranges from 0 to 100, where the higher the score, the higher the risk, understood as the degree to which a company's economic value is at risk due to ESG factors. Score values from 0 to 10 indicate negligible risk.
Cellnex is part of the STOXX Global ESG index, which offers a representation of the world's leading companies in terms of ESG criteria, based on the indicators provided by Sustainalytics.
In 2022, Cellnex has continued working on their risk management, improving their ESG Risk Rating to 14 points (-1.5 vs 2021 score), placing the Group as the fifth, out of the total amount of companies in the Global Telecommunications Ranking.
Cellnex improved its ESG Risk Rating in the majority of categories by 0.2-0.4 points. Furthermore, the rik is classed as negligible in 4 out of the 7 categories, indicating practically no risk. The risks which did not improved in relation to the previous year are Data Privacy and Security (which stayed the same) and Carbon-Own Operations (with an increase of 0.1 points of risk). The increase in risk of Carbon-Own Operations is due to a lower score of its management.
Within its “Market Cap” ($22.5- $28.6 Bn), Cellnex obtained the best ESG Risk Rating, placing the Group fifth in the Global Telecommunications Ranking (3 positions up on the previous year). Additionally in 2022 and 2023 Cellnex was awarded the ESG Top-Rated Badge from Sustainalytics making it one of the top 50 ranked companies in the ESG Risk Ratings universe.
The S&P Global Corporate Sustainability Assessment (CSA) ranges from 0 to 100, where 100 is the best score that can be obtained. CSA score determines the companies included in Dow Jones Sustainability Indices (DJSI), which are a family of best-in-class benchmarks for investors who have recognised that sustainable business practices are critical to generating long-term shareholder value and who wish to reflect their sustainability convictions in their investment portfolios. Cellnex participates each year in the CSA as an invited company.
In recent years Cellnex Group has progressively improved its score, attaining an overall score of 81 points in 2022 ( +8 points up on 2021, up 15 on 2020 and up 21 on 2019). This result has enabled Cellnex to remain 48 points above the Telecommunication Services sector average and among the top 10% companies in Telecommunication Services (percentile 91, up +2 points on 2021).
Regarding the evolution of the score by dimension, in 2022 Cellnex improved in the Governance & Economic dimension, with a score of 84 (+8 points), and in the Social dimension, with a score of 78 (+15 points), while in the Environmental dimension it remained stable on 81 points (-2 points).
S&P Global has recognised Cellnex's efforts in terms of sustainability by including it in the 2023 Sustainability Yearbook as Industry Mover. The company, which scored in the top 15%, achieved the strongest improvement in the Telecommunication Services industry in CSA 2022.
The CDP is a global standard that uses an independent methodology to assess companies' transparency when disclosing environmental and sustainability matters. CDP awards a score from A to D- based on completeness of reporting, awareness and management of environmental risks, as well as demonstration of good practices associated with green leadership, such as setting serious and ambitious targets. The maximum score that can be achieved is an A, and companies that do not disclose or provide insufficient information are given an F rating.
In 2022, Cellnex obtained an A for the fourth consecutive year, which means that it continues to be a Leadership Company in terms of Climate Change. The score obtained continues to be above the sector average and it is among the 23% of companies that achieved the Leadership level in the Activity Group.
Cellnex’s commitment to sustainability and tackling climate change made it one of the most outstanding high-performing organisations in this index. Of the 18,700 companies that CDP evaluated this year, the telecom company remained on the Climate Change ‘A List’. Through its commitment to the climate, Cellnex is also at the forefront of its sector in terms of transparency and commitment to combating climate change.
In the 2022 assessment Cellnex improved its score in the categories “Opportunity Disclosure” and “Business Strategy & Financial Planning” (from A- to A). Additionally, Cellnex is positioned higher than in the previous year compared with the industry and global companies, as those scores fell whilst the Cellnex score remained stable.
In 2022, Cellnex has been recognised by CDP as ‘Supplier Engagement Leader 2021’ for its action combating climate change and its efforts to measure and reduce environmental impact in its supply chain. The Group has continued providing these information as part of the CDP Supply Chain questionnaire 2022.
The FTSE4Good index series are used by investors wishing to incorporate environmental, social and corporate governance factors into their investment selection processes, as the index identifies companies that best manage the risks associated with these factors. They are also used for tracking index funds, for structured financial products and as a benchmark, as well as being used as a framework for assessing corporate commitment and rating corporate governance.
In terms of overall ESG rating, Cellnex obtained a score of 4.3 in 2022, remaining in the percentile rank 100 for the Telecommunications sector. Note that Cellnex’s score is above the sub-sector average (mobile telecommunications) and industry average (telecommunications) by +1.3 points and +1.4 points respectively.
While Cellnex maintained its score for governance (5 out of 5 pts.), the scores for the environmental and social categories fell, slightly reducing the total score by 0.1 points. This was due mainly to the inclusion of new questions and scoring criteria.
Each year, MSCI identifies 35 key issues for each industry in order to measure the intersection between a company's core business and the Group's resilience to long-term ESG risks. These key issues are weighted according to MSCI's mapping framework on a scale of 0-10, and the Group's final score is adjusted on the basis of overall industry performance and assigned a letter grade based on an AAA-CCC scale. The AAA rating is the best that can be obtained.
In the 2022 rating assessment Cellnex obtained higher scores in the areas of environment and governance in comparison to the industry averages (+0.6 points in environment and +2.0 points in governance).
The Bloomberg Gender-Equality Index (GEI) is the global reference index that measures gender equality across five pillars: female leadership and talent pipeline, equal pay and gender pay parity, inclusive culture, anti-sexual harassment policies, and pro-women brand.
Cellnex was included in this index for the first time in 2022 and has consolidated its position in 2023. The Group has been selected as one of 485 companies across 45 countries and regions to join the 2023 Bloomberg Gender-Equality Index, a modified market capitalisation-weighted index that aims to track the performance of public companies committed to transparency in gender-data reporting.
Bloomberg Gender-Equality Index recognises Cellnex's commitment to advancing gender equality in the labour market by rolling out policies and initiatives to promote women's professional careers and greater female representation in the organisation.
In terms of performance, Cellnex improved its score by 4.3 points, obtaining an overall score of 77.73 points (73.40 points in 2022).
The GRESB Public Disclosure Level assesses the alignment of listed real-estate companies with GRESB infrastructure asset assessment. The public disclosure level provides information on the ESG disclosure activities of GRESB participants and non-participants and provides investors with information that is not currently captured in the GRESB Infrastructure Asset Assessment. The rating is based on an A-E scale, where A is the best achievable score.
For the second consecutive year, Cellnex is proving its ongoing commitment to transparency in sustainability issues and now ranks as the best valued company in the telecommunications infrastructure sector in the GRESB Infrastructure Public Disclosure 2022.
In 2021, Cellnex achieved first place, becoming the best positioned company in the telecommunications infrastructure ranking, rising from “B” to “A”, the highest level. Well above the sector average, which is “C”. For another year, Cellnex maintained its quantitative total score of 85 points out of 100.
Standard Ethics is a self-regulated sustainability rating agency that issues non-financial sustainability ratings. The rating scale goes from EEE (max) to F (min), where a classification of “EE-” or above indicates compliance.
Cellnex has been a member of the SE Spanish Index since 2017. In early 2023 Standard Ethics upgraded Cellnex’s Corporate Standard Ethics Rating (SER) to “EE” from the previous rating of “EE-”with a Positive Outlook.
The Vigeo indexes are composed of listed companies and are ranked according to an assessment of their ESG performance. The score ranges from 0 to 100, with 100 being the best score.
In 2022 there was no update of the assessment for any company, as Moody's ESG Solutions is seeking feedback from its customers on proposed enhancements to the ESG Assessment methodology. Despite that, in 2021 Cellnex Group increased its overall ESG score for the third consecutive year, achieving a score of 60 (c.+33%).
During 2022, Cellnex partnered with Clarity AI, the leading sustainability technology platform, in the Industry Sustainability Pioneer Partnership Programme. Taking part in this two-way programme has enabled Cellnex to identify strengths and areas for improvement while enhancing its knowledge of Clarity AI to support their product development.
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