In today's dynamic business landscape, the concept of corporate governance is the bedrock upon which organisations build their ethical and operational foundations. The firm commitment to conducting business under the banner of efficient and transparent corporate governance has become a clarion call for organisations seeking not just success, but also sustainability and long-term growth.
Cellnex’s robust corporate governance framework not only safeguards the interests of stakeholders but also fosters a culture of integrity, responsibility, and excellence. Cellnex works to implement and consolidate best corporate governance practices, 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 Board of Directors' actions, in line with the Company's legal and statutory obligations and guided by its internal regulations, prioritise the company's well-being and mission. They also operate within the boundaries of the law and uphold explicit and implicit agreements with employees, suppliers, financiers, and customers in good faith. Additionally, they adhere to the ethical responsibilities expected of a responsible business entity and follow a revised Procurement Policy to enhance transparency in understanding value chain processes. In this regard, the Board of
Directors is responsible for managing and representing the Company as set out by the terms of the Spanish Companies Law.
Cellnex has been working on incorporating the principles of the Good Governance Code of the Spanish Securities Market Commission (CNMV, from the Spanish abbreviation). This Good Governance Code comprises a number of recommendations designed to achieve multiple objectives, including fostering the effective operation of governing and administrative bodies within Spanish companies, enhancing competitiveness, instilling confidence and transparency for shareholders and both domestic and international investors, strengthening internal controls and corporate responsibility in Spanish companies, and ensuring a meticulous separation of functions, duties, and responsibilities within companies, all while upholding the highest standards of professionalism and rigour.
The amendment of the Directors' Remuneration Policy was approved by the 2023 Annual General Shareholders' Meeting
The following corporate policies were approved or updated in 2023:
The policies can be found on Cellnex’s corporate website.
The Board of Directors of Cellnex Telecom, S.A., at its meeting held on 26 April 2023, approved the Nominations, Remunerations and Sustainability Committee’s proposal to submit an amendment of the Directors' Remuneration Policy for financial years 2022, 2023, 2024, and 2025 to a binding vote during the 2023 Annual General Shareholders' Meeting, 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, and as amended by Law 5/2021 of 12 April 2021 regarding the encouragement of long-term shareholder involvement in listed companies.
The amendment of the Directors' Remuneration Policy, approved during the 2023 Annual General Shareholders' Meeting, stems from the outcome of the voting on the resolution to approve the Directors’ Remuneration Policy at the 2022 General Shareholders’ Meeting, where there was a significant level of dissent. The Nominations, Remunerations and Sustainability Committee conducted specific consultations with the main proxy advisors and institutional shareholders who had voted against, to look more closely into the reasons for the dissenting vote. On the basis of the opinions and recommendations received, the main causes were identified and possible alternatives were analysed to (i) improve the degree of alignment of the CEO’s long-term incentive with the expectations of the institutional investors, while maintaining the original principles and goals on which it was designed, and (ii) especially to promote the creation of value for the shareholders, which is one of Cellnex's strategic priorities. Consequently, the main changes were:
Following the Nominations, Remunerations and Sustainability Committee’s favourable recommendation, after considering corporate governance recommendations, the market practices of peer sectors and companies, and the opinions of Cellnex’s main shareholders and certain proxy advisors, the Board of Directors agreed to these amendments. Cellnex 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 with them.
Detailed information is contained in the Annual Report on Remuneration of Directors(Annex8.10).
The list of other internal regulations amended in 2023 is as follows:
Moreover, the Board of Directors of Cellnex Telecom, S.A., at a meeting held on 27 July 2023, approved the amendment to the Board of Directors' Regulations. The purpose of this amendment was:
The 2023 Annual Corporate Governance Report has been prepared in free format to reinforce the Company's good governance practices in line with the highest IAGC standards, including CNMV Circular 3/2021, the Code of Good Governance of Listed Companies, and the European Commission Recommendation of 9 April 2014 on the quality of information presented in relation to corporate governance.
Therefore, in addition to the information being presented in the CNMV format, additional information is given 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 8.11).
In 2024, the Board will keep its continuous training plan, which will mainly cover ESG, cybersecurity, operations and compliance issues, without prejudice to being able to expand this plan depending on Cellnex's needs throughout the year.
During the 2022, the Board of Directors and Senior Management participated in an intensive training plan based on the development of the following skills: (i) Audit, finance and accounting; (ii) Cybersecurity; (iii) ESG; and (iv) Economic and financial.
In 2023, owing to the exceptional situation of the Company, the Board of Directors focused on overseeing the progress of Cellnex and the complex process of the succession of the CEO, with the consequent organisational changes. In addition, the Board of Directors has also ensured that the Company's new strategy is correctly implemented The Board of Directors held a total of 29 meetings in 2023, indicative of how intense the activity has been.
In 2024, the Board of Directors will resume the continuous training plan, which will mainly cover ESG, cybersecurity, operations and compliance issues, while allowing for the plan to be expanded depending on Cellnex's needs throughout the year.
Finally, Cellnex organises a Strategy Retreat, which also serves as a forum to discuss market trends, although it is also a recurring issue at Board meetings when deemed necessary or appropriate.
The Board of Directors takes measures to promote diversity in the composition of the board, encompassing a wide range of knowledge areas, professional experiences, origins, nationalities, ages, and genders among its members. To that end, the Board of Directors has taken account of the Competence Matrix, which was updated in the 2023 financial year. It ensures that a substantial majority of the board consists of proprietary and independent Directors. Additionally, the board maintains the minimum required number of executive directors and ensures that independent Directors constitute at least half of the total directorship.
In this context, the Board of Directors should consist of a number of directors as specified by the General Shareholders' Meeting, remaining within the boundaries established by the Company’s Corporate Bylaws. The Board of Directors is responsible for proposing a number to the General Shareholders' Meeting that, considering the evolving circumstances of the Company, best ensures the effective representation and efficient functioning of the Board. Consequently, the 2023 Annual General Shareholders' Meeting agreed to set the number of members of the Company’s Board of Directors at thirteen (13).
As stated in the Board of Directors' Regulations and in the Policy on the composition of the Board of Directors, the gender with the lowest representation will always should make up a minimum of 40% of the overall Board membership. With the incorporation of Ms. María Teresa Ballester Fornés in 2023, the number of female Directors increases to seven (7) out of a total of thirteen (13) Board members and representing the 53,85%.
Furthermore, as a demonstration of Cellnex's commitment to diversity, the Board of Directors comprises individuals from seven distinct national backgrounds: Austria, France, Germany, Italy, Spain, Chile and the United Kingdom.
Another significant measure of the Board's good governance is the number of independent Directors, which amounts to nine (9) out of thirteen (13) (69,23%). Three (3) out of thirteen (13) (23,07%) are proprietary Directors and there is only one executive Director (7,69%). The roles of the CEO are distinct from those of the Chair, who is an independent Director.
The changes made to the composition of the Board of Directors in 2023 include the following:
Additionally, three Directors (Ms. Ana García Fau, Ms. Christian Coco, and Ms. Marieta del Rivero Bermejo) were re-elected and two Directors were ratified and re-elected (Ms. Maria Teresa Ballester Fornés and Mr. Jonathan Amouyal) during the 2023 Annual General Shareholders' Meeting for the three-year term specified in the Company's Corporate Bylaws.
The Board of Directors meets on a regular basis to discuss and supervise the.company's performance and evolution. In 2023, the Board of Directors held 29 meetings, with a person attendance and proxies given with specific instructions of 95,73%.
The 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, S.A. is as follows:
Anne Bouverot has been an independent director at Cellnex since May 2018 and is also Chair of the Board of Directors of Technicolor Creative Studios and a Board member at Ledger. Her career includes 19 years at Orange holding both operational and strategic positions, including Executive Vice-President of Mobile Services (2009–2011). She then became Director General of GSMA (2011–2015) and then CEO of Morpho (2015–2017), a biometrics and cybersecurity company. She is currently Senior Advisor for Towerbrook Capital Partners and director at technology companies. She chairs the École Normale Superieure – Paris and she co-founded Fondation Abeona, which champions responsible Artificial Intelligence and is dedicated to studying its impacts on society. Anne holds a degree in Mathematics and a PhD in Artificial Intelligence from École Normale Supérieure – Paris Sciences & Lettres, and a Master’s Degree in Engineering from Telecom Paris.
Marieta del Rivero Bermejo has held positions such as Global Marketing Director for Telefónica, Deputy Managing Director to the Digital Commercial Managing Director for Telefónica, Global CMO of Telefonica Group, CEO of Nokia Iberia, Marketing Director of Xfera Mobile, Marketing Director of Amena (Orange), Senior Advisor at Ericsson, partner at Seeliger & Conde, and Chair of International Women’s Forum Spain. She was named one of ‘The 500 Most Influential Women in Spain’ in 2018, 2019, 2020, 2021, and 2022 by ‘El Mundo’ and one of ‘The Top 100 Women Leaders 2018’ by Mujeres & Cía. Marieta was also recognised as the ‘Best Executive 2017’ by the Spanish Association of Business Women. She is also the author of the book ‘Smart Cities: a vision for the citizen’. She is currently 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. Furthermore, Marieta is an independent director and member of the Sustainability Committee at Gestamp Automotive, and Non-executive Chair at Onivia. Marieta completed an AMP (Advanced Management Programme) at IESE, an EP (Executive Programme) at Singularity University California and is an executive coach certified by ECC and ICF. She holds a BA in Business Administration from University Autónoma of Madrid (UAM).
Ana García Fau has developed her professional career in companies such as McKinsey & Company, Goldman Sachs, Wolff Olins, Telefónica Group, and Yell Group. During her time at Telefónica Group, she held several executive responsibilities at TPI-Páginas Amarillas as the CFO and was Managing Director of Corporate Development, while simultaneously holding positions on the Boards of Directors of several of its subsidiaries. She was CEO of Yell Group for Spain, Latin America, and the Hispanic market in the United States, member of the International Executive Committee, and Global Director of Strategy and Corporate Development. In recent years, she was an independent director at Renovalia, Eutelsat & Technicolor in France, Euskaltel, Globalvía, S.A.U. and
DLA Piper. She is currently a member of several advisory boards that operate in the financial, insurance and technology sectors, such as Salesforce EMEA, Mutualidad de la Abogacía, Pictet Iberia, Femman Capital and Consentino Group. Ana is also a member of the Board of Trustees of the Foundation Universidad Comillas ICAI, an independent director at Gestamp Automoción S.A., Merlin Properties Socimi, S.A. and JDE Peet’s, NV (listed for trading in the Netherlands). Additionally, she is Non-executive Chair of Finerge, S.A. Ana holds degrees in Law and in Economics and Business Administration (major in Finance) from the Universidad Pontificia Comillas (ICADE, E-3) and an MBA in Business Administration from Massachusetts Institute of Technology (MIT) in Boston, United States.
Dominique D'Hinnin is currently Lead Independent Director at Vantiva and Chair of its Remuneration Committee, Lead Independent Director at Edenred and Chair of its Nominations and Remunerations Committee, and member of the Board of Directors at Louis Delhaize SA and Chair of its Audit Committee. He is also Non-executive Chair at Eutelsat Group. He was a member of the Board of Directors of Le Monde SA and Chair of its Audit Committee between 2005 and 2010, Vice-Chair of the Board of Directors of Atari – Infogrames Entertainment SA and Chair of its Audit Committee between 2005 and 2011, and Vice-Chair of the Supervisory Board of Canal+ France and a member of its Audit Committee between 2007 and 2013. Dominique was also a member of the Board of Directors of EADS-Airbus and a member of its Audit Committee from 2007 to 2013, member of the Strategic Board of PricewaterhouseCoopers France between 2009 and 2013, member of the Board of Directors of Editions Amaury SA between 2011 and 2013, member of the Board of Directors of Marie Claire Album and Holding Evelyne Prouvost between 2014 and 2016, and member of the Board of Directors of the PRISA group and Chair of its Audit Committee between 2016 and 2021. Most recently, he was a member of the Board of Golden Falcon Inc, a US SPAC, between December 2020 and June 2023. Dominique was educated at the Ecole Nationale d’Administration and the Ecole Normale Supérieure, where he studied classical culture between 1979 and 1986.
Pierre Blayau has held relevant positions as CEO of Pont à Mousson (Saint-Gobain Group), PPR (now Kering), Moulinex, Geodis, and Freigth SNCF. He was also member of the Board of Credit Lyonnais and Fimalac, Chair of the Board of Areva and CCR (reinsurance), and Chair of the soccer club PSG. He is currently Senior Advisor of Bain and Coupa, Chair of Harbour Conseils, and Board member of Newrest. Pierre Blayau is a Finance Inspector and graduated from the École Nationale d’Administration de Paris and the École Normale Supérieure de Saint-Cloud.
María Luisa Guijarro Piñal has worked most of her career for the Telefónica group, (1996–2016), where she held positions including, among others, 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 also Non-executive Chair of Adamo Telecom, S.L. María Luisa holds a degree in economics from the Universidad Autónoma of Madrid.
Kate Holgate is a specialist in M&A and IPOs, and has extensive professional experience in a wide range of sectors including technology, professional and financial services, and real estate. Kate has worked in the United Kingdom and the Asia-Pacific region predominantly in the areas of financial, corporate, and crisis communications. In 1994, Ms. Kate Holgate joined Kleinwort Benson’s Corporate Advisory Department, and prior to that, she worked for the UK Diplomatic Service. In 2000, she joined the international communications and public affairs consultancy Brunswick Group, 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, she was based in Singapore, after holding other senior positions at Brunswick Group’s head office in London. She is currently also a Partner at Brunswick Group and holds an honours degree in physics from Oxford University.
Maria Teresa Ballester Fornés is an international and multicultural investor with over 25 years of investment experience, focused on shareholders’ value creation through Steering Committees and Boards. She has been CEO of 3i Private Equity in Spain where she has held over 10 board positions in portfolio companies. Currently, she is founder and managing partner of Nexxus Iberia Private Equity Fund I. She has been an independent director of Repsol, S.A. and a member of its Audit and Risk and Remuneration committee, and an independent director at Prisa, S.A., including Chair of its Sustainability Committee and member of its Audit & Risk Committee. María Teresa has also been an independent board member and audit committee at family-owned Grupo Lar and senior Advisor at EY Deals and AON Spain. She has chaired ASCRI (Spanish Private Equity Association) and Level 20’s Spanish Chapter. Currently, she is member of the International Women’s Forum (IWF) and the Board of Trustees of the Junior Achievement Foundation. She began her career at GTE Corporation (Verizon) as a financial executive and Booz Allen Hamilton as a strategy consultant in Mexico, the United Kingdom, Spain, and Portugal. She holds an MBA from Columbia University in New York City and graduated Cum Laude in Finance and Political Science from Boston College.
Óscar Fanjul Martín began his professional career at the Spanish INI and also worked at the Spanish Confederation of Savings Banks. Between 1983 and 1984, he served as technical secretary general and under secretary of the Ministry of lndustry and Energy. He was the founding Chair and CEO of Repsol and he has also been Chair of Hidroeléctrica del Cantábrico. He has extensive experience in managing large multinationals and a deep understanding of the business world in many countries across the globe. He has been Vice-Chair of Omega Capital and a member of the Board of Directors of the London Stock Exchange, Unilever, Acerinox, BBVA, Areva, Lafarge, and Vice Chair of Holcim. He was also a member of the Competitiveness Advisory Group to the president of the European Commission and Trustee of the lnternational Financial Reporting Standard. Óscar is currently Vice-Chair and independent director of Ferrovial and director of Marsh & McLennan Companies. Member of the Board of Trustees of the CEMFI, Aspen Institute and Norman Foster Foundation. He holds a degree in economics.
Alexandra Reich has 20 years’ experience in the telecommunications industry, after starting her career in investment banking. She was a Senior Advisor at Telenor, as well as CEO of Telenor in Thailand – DTAC (2018–2020) and CEO of Telenor Hungary (2016–2018), as well as Chair of the Boards of Directors of Telenor Serbia and Telenor Bulgaria. She also held various management positions at Swisscom (2006–2016) and Sunrise (2007–2009) in Switzerland, and at Hutchison (2005–2007) and United Telecommunications (2004–2005) in Austria. She is currently a member of the Board of Directors of Delta Fiber NL, Salt SA Switzerland and a member of the Supervisory Board of ING Group. Alexandra holds a degree in Business Administration and a Master’s degree from the Vienna University of Economics and Business Administration.
Christian Coco began his professional career in strategic planning in the energy sector and in 2002 he joined Mediobanca in the acquisition finance department. Between 2007 and 2011, he worked at private equity firms that focused particularly on investments in infrastructure in Europe. Subsequently, and until joining the Edizione Group in 2015, he was head of Planning, Control, and M&A at the CIR Group of the De Benedetti family. He is currently Director of Mundys, Telepass, Benetton S.R.L. and Investment Director at Edizione S.p.A. Christian holds a degree in Engineering from Milan Polytechnic and a post graduate degree in Utility Companies from MIP Milan (Politecnico’s Business School).
Jonathan Amouyal has spent time in the infrastructure, technology, media, aerospace, and consumer products sectors and has extensive experience in the field of tower and digital infrastructure. He began his professional career in Mergers and Acquisitions at Bank of America in London and New York. From 2008 to 2012, Jonathan joined Goldman Sachs Investment Partners (GSIP) where he ultimately became an Executive Director. At GSIP, Jonathan invested across the capital structure in both public and private markets. At GSIP, he started covering digital infrastructure space and the tower sector. Since 2012, he has been a Partner at The Children Investment Fund (TCI), where he spent the first three years building a non-real estate direct-lending business mostly focused on Spain. He has since been responsible for several large investments in infrastructure, aerospace digital infrastructure, telecom, and the consumer space across the US and Europe. He holds a master’s in financial engineering with honours from EM Lyon Business School and graduated with honours in economics and accounting from University Lyon II.
Marco Patuano worked for more than 25 years at TIM in Italy, other EU countries, and South America. Between 2003 and 2011, he held a number of executive positions, including CFO at TIM Brasil (2003-2004), Managing Director for LATAM (2004-2005), CEO of Telecom Argentina (2005-2008), CFO of Telecom Italia (2008-2009), CCO (2009-2010), and COO (2010-2011). Finally, between 2011 and 2016 he was CEO of Telecom Italia. Additionally, from 2016 to 2019, Marco was the Chief Executive Officer of Edizione Holding. He was Chair of the Board of Directors of Cellnex as proprietary director of Edizione between 2018 and 2019. He has also been director at Autogrill, Atlantia (currently renamed Mundys) and GSM Association (during the time he was at TIM). He has been a Senior Advisor of Nomura Holdings, Inc. in Italy and member of the Telecom Italia Foundation, the Bocconi Foundation, and European Oncology Institute Foundation. He is Chair of Banco dell’Energia Foundation, Founder and CEO of MP Invest (Advisory & Club Investment), and Non-executive Director at Digital Value SPA. Marco holds a master’s degree in finance from Bocconi University in Milan.
Non-Executive Secretary
Jaime Velázquez Vioque holds 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 the 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 for 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 Universitat Pompeu Fabra (UPF) in Barcelona.
Virginia Navarro Virgós is the Global General Counsel and Vice-Secretary of the Board of Directors. Previously, she was Global Director of Corporate Governance and Legal M&A & Financing at Cellnex (2019-2023). She was Senior Manager of the Legal Department at Abertis Infraestructuras, where she spent 10 years actively participating in M&A and financing projects for the Group both nationally and internationally, and Associate in the Corporate Department at Linklaters and in the legal department of Morgan Stanley. She holds a degree in law from the Universitat Pompeu Fabra (UPF) and has completed the master in international legal practice taught by the Instituto de Empresa (IE) and the Advanced Management Programme (AMP) 2022-2023 led by IESE.
The committees of the Board of Directors of Cellnex are the Nominations, Remunerations and Sustainability Committee, the Audit and Risk Management Committee, and the Capital Allocation Committee as delegated bodies.
The Nominations, Remunerations and Sustainability Committee (NRSC) is composed of five (5) members (four (4) independent and one (1) proprietary). In 2023, 26 meetings were held with 93.08% attendance. On 27 July 2023, Ms. Alexandra Reich, proprietary Director, submitted her resignation as a member of the Committee. The NRSC appointed Ms. María Teresa Ballester Fornés, independent Director, as a new member.
The functions of the NRSC, among others, 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 regularly reports to the Board of Directors on the non-financial information that the Company must disclose. The NRSC 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 five (5) members (four (4) independent and one (1) proprietary). In 2023, 12 meetings were held with 96.08% attendance. On 4 April 2023, Mr. Leonard Peter Shore ceased to be a member of the Committee, as a consequence of his resignation as independent Director of the Board of Directors. On 22 May 2023, Ms. María Teresa Ballester Fornés, independent Director, was appointed a new member of the Committee. On 27 July 2023, Mr. Anne Bouverot, independent Director, submitted her resignation as member of the Committee. On the same day, Ms. Alexandra Reich, proprietary Director, was appointed a new member of the Committee. The ARMC's duties, among others, include reporting to the General Shareholders' Meeting on the outcome of the audit, explaining how the audit has contributed to the integrity of the Company’s financial and non-financial information, and the role that the Committee has played in this 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 Capital Allocation Committee (CAC) is composed of five (5) members (three (3) independent and two (2) proprietary). In 2023, 4 meetings were held with 95% attendance. On 27 July 2023, the Board of Directors created the new CAC with the following composition: Mr. Dominique D'Hinnin (Chair), Mr. Óscar Fanjul Martín, Ms. Ana García Fau, Mr. Jonathan Amouyal, and Mr. Christian Coco. The CAC's duties include informing and assisting the Board of Directors with the business plan, annual budget, and dividend policy, as well as informing and assisting the Board of Directors with investments or transactions of all types that, due to their high value or special characteristics, are of a strategic nature or entail a particular tax risk, except when their approval is the responsibility of the General Shareholders’ Meeting. Additionally, they inform and assist the Board of Directors with the preparation and review of the rules that set out the framework and limits of M&A transactions.
The responsibilities and functioning of the NRSC, ARMC, and CAC 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 this assessment be carried out every three years with an external advisor. Although this assessment was due to be carried out internally this year, the Board of Directors decided to carry out the assessment with an external advisor in order to comply with best good governance practice.
Share capital
176,618,843.75€
Ordinary shares
706,475,375
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 a 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, 2023 are:
The Committee of Ethics and Compliance (“CEC”) is responsible for the proactive oversight in respect to ethics, business integrity and the effectiveness of the Cellnex compliance system
Cellnex's Board of Directors and Management are firmly committed to promoting a solid culture of compliance, ethics, and integrity in the development and execution of all of the Group's activities, including professional members of the Group, representatives, suppliers, and other third parties that either provide services, in any way act on Cellnex’s behalf, 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, business integrity, and the effectiveness of the Cellnex compliance system, for which it has broad powers and independence in the execution of its functions. The CEC is governed by the Regulations of the Committee of Ethics and Compliance, the applicable law and Cellnex’s other corporate governance rules.
The Committee of Ethics and Compliance is an internal collegiate standing 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 composition of the Ethics and Compliance Committee at the end of 2023 was as follows:
In this regard, it should be pointed out that, on 27 July 2023, Virginia Navarro, current General Counsel and Vice-Secretary to the Board of Directors, was appointed Chair of the CEC instead of Jose Maria Miralles Prieto.
Two new policies have been updated to improve the Cellnex ethics body of law, the Disciplinary System and the Function of Criminal Responsibility.
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.
The 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:
In view of the geographical expansion and evolution of Cellnex in recent years, in 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.
Cellnex strives to forge business relationships based on honesty and transparency, rejecting any conduct aiming to gain preferential treatment in both the public and private sectors. Thus, two new policies were 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 but, in 2022, were developed into their respective stand-alone policies to reinforce the anti-corruption culture within Cellnex.
The policies, along with the update of the Code of Ethics, were approved by Cellnex's Board of Directors in January 2023.
During 2023, two existing policies were updated: the Disciplinary System and the Function of Criminal Responsibility.
The Disciplinary System is the means by which Cellnex ensures that all persons subject to it comply with the principles, values, and internal and external regulations that apply to the Group. Its objective is to raise awareness among the such persons regarding compliance matters and to define a system to sanction any violation, non-compliance, or non-conformity with policies, procedures, processes, or other internal and external regulations that apply to Cellnex.
The Function of Criminal Responsibility details the functions and responsibilities that the Cellnex’s Committee of Ethics and Compliance must exercise to prevent and, where appropriate, reduce criminal risk by promoting a culture of ethics and compliance (accordingly with the CEC Regulations).
Cellnex Telecom must post the Cellnex’s Code of Ethics and all its implementing corporate integrity rules on its corporate website and Intranet network to make them accessible to and known by its stakeholders.
Likewise, when Cellnex contacts its interest groups, it must notify them of the existence of this Code of Ethics, its implementing rules, and the mandatory nature of its agreement in all aspects it may affect.
Cellnex's goal is to have a best-in-class Crime Prevention Model groupwide.
Article 31 bis of the Spanish Criminal Code, on the regulation of the criminal liability of legal persons, provides for the possibility of exonerating criminal liability if the management body has adopted and effectively implemented, prior to the commission of the offence, organisational and management models that include surveillance and control measures appropriate to prevent offences of the same nature or to significantly reduce the risk of their being committed.
Accordingly, in 2017 Cellnex drafted and implemented a model of general measures and controls designed to prevent, detect, and investigate the commission of not only all types of offences that attract criminal liability of a legal person, but also those offences that allow the application of accessory measures as defined in Article 129 of the Spanish Criminal Code, the Cellnex Crime Prevention Model (CPM).
Moreover, Article 31 bis 5 6º of the Spanish Criminal Code requires a periodic verification of the organisation and management model, and any necessary amendments to it.
Taking into account the regulatory changes that have taken place in the field of criminal liability of legal entities during 2022 (introducing new criminal offences regarding sexual harassment, moral integrity and other financial crimes) and Cellnex's evolution, the Company conducted a thorough review of the existing Crime Prevention Model in 2023 (previously reviewed and updated in 2019 and validated by an external Expert Witness in 2020) in order to update the list of existing controls in the various departments of the organisation, and to make the appropriate changes to attain an adequate crime prevention model.
The measures included in the CPM affect three fundamental aspects of the company: people, processes and systems.
In order to carry out this work, Cellnex has been advised by both internal experts from its own organisation and an external expert team from two branches of PwC: and lawyers specialising in the field of corporate compliance.
Cellnex aims to have a best-in-class crime prevention model not only in Spain, but also for the group. Hence, to give continuity to such endeavours, during fiscal year 2024, Cellnex will work to expand the model across all the subsidiaries in all countries within the Group, with the aim of establishing a stronger common international crime prevention model.
Finally, during 2022, in line with its ongoing commitment to review and update the criminal risks identified and to foster the appropriate controls and measures to mitigate them, Cellnex carried out an initiative to integrate its criminal risk and control procedures into the tool that will support the review process: SAP GRC. In 2023, an initial control campaign was launched and, with the update of the Crime Prevention Model conducted over those years, the items in SAP GRC will be updated accordingly for the 2024 campaign.
The Corruption Prevention Procedure expresses Cellnex’s commitment to combat corruption
Cellnex has as one of its basic pillars the conduct of its business in an upright, honest, responsible, and transparent way, always following ethical principles in its business, and not tolerating any form of corruption.
The dynamic and ever-changing landscape, the geographical diversity of Cellnex's operations, and ongoing interactions with external entities necessitate a wholehearted commitment from Cellnex in combating all manifestations of corruption. This commitment aims to address the primary legal, reputational, and economic risks to which the company is exposed.
Consequently, Cellnex has developed a Corruption Prevention Procedure (CPP) designed to establish the principles that ought to be followed in order to combat corruption and provide a guide to be followed by all Cellnex managers, employees, and governing bodies, including third parties. The CPP sets out appropriate standards of conduct regarding the prevention, detection, investigation, and redress of any corrupt practice within Cellnex. 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.
The CPP therefore symbolises Cellnex’s commitment to combat corruption, in line with the requirements laid out by the ISO 37001 standard. In this regard, no cases of corruption were identified in 2023, as was the case in 2022.
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 the Cellnex Group. Furthermore, since 2020 Cellnex has adhered to the Code of Good Tax Practices.
Moreover, during 2023 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 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.
In addition to the aforementioned actions, Cellnex is determined to make its employees and stakeholders aware of its compliance system and the anti-corruption commitments within it. Consequently, in December 2023 Cellnex launched anti-corruption training for Board Members.
To the same end, during 2023 Cellnex prepared new compliance training for all Group employees. The new mandatory Ethics and Compliance training, which updates the previous Code of Ethics course, covers all of the policies and documents related to Cellnex's corporate integrity and will be launched during February 2024.
Finally, in line with the desire for continuous improvement, and with the help of an independent third-party expert, in late 2021 a Gap-Analysis Report was drafted on the content of the Crime Prevention Model and the Corruption Prevention Procedure in relation to recommendations laid down by ISO 37001. After updating and improving Cellnex’s compliance system accordingly with the results of that assessment, Cellnex is ready to apply for ISO 37001 (Anti-corruption Management Systems) for its holding company, Cellnex Telecom, S.A.
The Cellnex Group, as part of its mission to foster a robust culture of compliance, updated its complaints channel, the “Whistleblowing Channel", in March 2022 to comply with the EU Whistleblower Directive and reinforce its confidentiality and anonymity features.
Cellnex's Whistleblowing Channel serves as a communication tool accessible to individuals bound by its Code of Ethics, as well as any third party utilising it. This platform enables them to report, in good faith, any violations of current legislation and/or internal regulations within Cellnex, ensuring confidentiality and anonymity and protecting them from potential reprisals.
Through the Whistleblowing Channel, all persons concerned and stakeholders may:
Both Cellnex's staff and any third party 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 may entail a breach of the applicable regulations, especially where such conduct could 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 was outsourced to an independent third-party expert, the consulting firm PricewaterhouseCoopers (PwC), which acts as the Channel Manager.
The Whistleblowing Channel is easily accessible as follows:
The number of communications received through the Whistleblowing Channel in 2023 was 20 (nine in 2022), all being admitted for processing. Only four of them were complaints, the rest consisted of queries regarding the Cellnex Corporate Integrity regulations. None of the communications received were related to human rights violations or corruption.
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