PUBBLICA AMMINISTRAZIONE
OPERATORI

PUBBLICA AMMINISTRAZIONE
OPERATORI

Investor relations

Corporate documents

Document	File
Corporate Bylaws. Last registration in the Mercantile Registry on 10 November 2022
Regulations of the General Shareholders’ Meeting approved on 29 March 2021
Board of Directors Regulations approved on 25 April 2024
Internal Code of Conduct dated 27 October 2021

Board of directors

Corporate governance	Category	Designation date	Nationality	Committees	Shareholder represented
Chair
Óscar Fanjul Martín	Independent	01/06/2023	Spain, Chile
Chief Executive Office
Marco Patuano	Executive	01/06/2023	Italy
Directors
Pierre Blayau	Independent	16/04/2015 (Re-election 31/05/2018, 28/04/2022)	France	NRSC
Marieta del Rivero Bermejo	Independent	27/04/2017 (Re-election 21/07/2020, 01/06/2023)	Spain	NRSC
María Luisa Guijarro Piñal	Independent	31/05/2018 (Re-election 28/04/2022)	Spain	NRSC
Christian Coco	Proprietary	02/04/2020 (Re-election 21/07/2020, 01/06/2023)	Italy, Germany	CAC, NRSC	Edizione S.p.A – Schema Gamma, S.R.L.
Alexandra Reich	Proprietary	16/12/2020 (Re-election 29/03/2021; 26/04/2024)	Austria	ARMC, CAC	GIC Private Limited - Lisson Grove Investment Private Limited
Kate Holgate	Independent	28/07/2021 (Re-election 28/04/2022)	United Kingdom	ARMC
Ana García Fau	Independent	18/07/2022 (Re-election 01/06/2023)	Spain	ARMC, CAC
María Teresa Ballester	Independent	26/04/2023 (Re-election 01/06/2023)	Spain	ARMC, NRSC
Jonathan Amouyal	Proprietary	26/04/2023 (Re-election 01/06/2023)	France	CAC	TCI Fund Management Limited - TCI Luxembourg S.A.R.L. & CIFF Capital UK LP
Dominique d'Hinnin	Independent	01/06/2023	France	CAC, ARMC
Non-Executive Secretary
Jaime Velázquez Vioque		31/12/2019
Non-Executive Vicesecretary
Virginia Navarro Virgós		26/09/2019

Board of Directors Committees

	Position	Category	Data Appointment
Ana García Fau	Chair	Independent	15/12/2022
Kate Holgate		Independent	28/07/2021
Maria Teresa Ballester		Independent	22/05/2023
Dominique d'Hinnin		Independent	27/07/2023
Alexandra Reich		Proprietary	27/07/2023
Virginia Navarro	Secretary		29/10/2019

	Position	Category	Data Appointment
Marieta del Rivero	President	Independent	27/07/2017
Pierre Blayau		Independent	16/02/2017
María Luisa Guijarro		Independent	27/09/2018
Christian Coco		Proprietary	24/03/2022
María Teresa Ballester		Independent	27/07/2023
Virginia Navarro	Secretary		19/02/2021

	Position	Category	Data Appointment
Dominique d'Hinnin	Chair	Independent	27/07/2023
Alexandra Reich		Proprietary	12/12/2024
Jonathan Amouyal		Proprietary	27/07/2023
Christian Coco		Proprietary	27/07/2023
Ana García Fau		Independent	27/07/2023
Virginia Navarro	Secretary		27/07/2023

Reports

Report Functions and Activities ARMC 2023

Report Functions and Activities NRSC 2023

Report Functions and Activities CAC 2023

Report of the ARMC on Related-party transactions 2023

Report on the independence of the auditors 2023

Cellnex Tax Reporting 2023

2023 Integrated Annual Report

2022 Integrated Annual Report

2021 Integrated Annual Report

2020 Integrated Annual Report

2019 Integrated Annual Report

2018 Integrated Annual Report

2017 Integrated Annual Report

2016 Integrated Annual Report

2015 Integrated Annual Report

Annual Report on remuneration of directors (Exercise 2023)

Annual Report on remuneration of directors (Exercise 2022)

Annual Report on remuneration of directors (Exercise 2021)

Certificate issued by the Board Secretary on the preparation and signature of the annual financial report

Other supplementary information (Erratum Annual financial Report)

Annual Report on remuneration of directors (Exercise 2020)

Annual Report on remuneration of directors (Exercise 2019)

Annual Report on remuneration of directors (Exercise 2018)

Annual Report on remuneration of directors (Exercise 2017)

Annual Report on remuneration of directors (Exercise 2016)

Annual Report on remuneration of directors (Exercise 2015)

Annual Corporate Governance Report (Exercise 2023)

Annual Corporate Governance Report (Exercise 2022)

Annual Corporate Governance Report (Exercise 2021)

Annual Corporate Governance Report (Exercise 2020)

Annual Corporate Governance Report (Exercise 2019)

Annual Corporate Governance Report (Exercise 2018)

Annual Corporate Governance Report (Exercise 2017)

Annual Corporate Governance Report (Exercise 2016)

Annual Corporate Governance Report (Exercise 2015)

Additional information related to IAGC 2017

Additional information related to IARC 2017

Additional information related to IAGC 2016

Additional information related to IARC 2016

Committee of Ethics and Compliance

The Board of Directors and the Management of Cellnex Telecom are firmly committed to fostering a solid culture of compliance, ethics and integrity in the performance of all the activities of the Cellnex Group, both among the members and professionals of the Group, as well as among their representatives, suppliers and other third parties who provide services to it or who, in any way, acts on its behalf.

In this context, the Committee of Ethics and Compliance is responsible for proactively ensuring respect for business ethics and integrity and the effective operation of the Cellnex compliance system, for which it has broad powers and independence in the performance of its duties. This Committee is governed by the provisions of the Regulations of the Committee of Ethics and Compliance, any applicable law and other regulations that make up the Cellnex Group’s corporate governance system.

The Committee of Ethics and Compliance of Cellnex, is a collegiate body of internal and permanent nature, linked to the Committee of Audit and Risk Management 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, the Committee of Ethics and Compliance, has the following competencies:

Ethical competencies as set out in the Cellnex Code of Ethics and in the Policy of the Whistleblowing Channel.
Compliance competencies as set out in the Corruption Prevention Procedure, in the Function of Criminal Responsibility and in the Disciplinary System, being responsible for the management of the Crime Prevention Model (CPM) and the Anti-Bribery Management System (ABMS).
Internal Corporate Integrity Regulations competencies, as established in the document “Committee of Ethics and Compliance: Rule Zero”.

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

Virginia Navarro Virgós (Chair). General Counsel & Vice-Secretary of the Board of Directors
Leonor Castro (Secretary). Head of Legal & Regulatory Affairs (Portugal)
Yolanda Menal Martínez. Group People Director
Jesús Pinelo Jiménez. Internal Audit Director
Servando Sierra Martí. Country Commercial Director (Poland)
Christoph Suckow. Alpine Cluster CFO

Code of Ethics

Cellnex’s Code of Ethics is the fundamental regulation that governs the Cellnex Group and which establishes general conduct guidelines which must be complied with. Based on the Group’s culture, no internal regulations of the companies belonging to the Cellnex Group could be contrary to its provisions.

The Code of Ethics, together with other rules, regulations and policies that compose the Group’s regulatory framework in terms of ethics and compliance, sets out the values, commitments and standards that must be respected by all people subject to it as well as by the stakeholders of the Cellnex Group, and respects both human rights and specific labour rights.

The Code of Ethics aims to:

Establish general conduct and behavior guidelines.
Define an ethical framework of reference, which must be complied with and should govern the working and professional behavior of those subject to it.
Create a set of rules of conduct for those stakeholders that come into contact with any of the Group companies.
Establish a framework for the prevention of bribery and corruption, aligned with Cellnex’s Anti-Bribery Management System (ABMS), and ensure compliance with established regulations and guidelines in the fight against these practices.

The Code of Ethics has defined a Whistleblowing Channel, which allows potentially significant irregularities detected within the companies of the Cellnex Group to be confidentially and anonymously reported. The Whistleblowing Channel is managed by the Channel Manager, an outsourced and independent expert third party.

File	PDF
Code of Ethics

Whistleblowing Channel

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

The Cellnex Group, in its mission to foster a solid culture of compliance, has implemented a complaints channel, the “Whistleblowing Channel”.

Through the Whistleblowing Channel, all the people subject and stakeholders can:

Submit any query they may have regarding the interpretation of the Code of Ethics and other internal rules.
Report conducts that may eventually imply the non-compliance with the Code of Ethics, internal rules, the Anti-Bribery Management System (ABMS) or, in general, with the legislation in force applicable to the Group (including, among others, crimes and irregularities related to financial and accounting, labour, human rights, bribery or corruption).

Both the people who make up the Cellnex Group and the third parties with whom the Group has any type of relationship must collaborate in the early detection and communication, through the Whistleblowing Channel, of those conducts that may entail a violation of the regulation applicable, especially when such conducts may give rise to criminal liability for Cellnex.

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

Communication channels

The Whistleblowing Channel is easily accessible through the following channels:

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

Complaint form Whistleblowing Channel (PDF)

Corporate policies

Policy on the communication of financial, non-financial and corporate information and contacts with shareholders, institutional investors and proxy advisors

Sustainability Policy

Environment and Climate Change Policy

Equity, Diversity and Inclusion Policy

Global Quality Policy

Global Risk Management Policy

Human Rights Policy

Information Security Policy

Occupational Health and Safety Policy

Personal data protection policy

Policy on the composition of the Board of Directors

Treasury Stock Policy

Procurement Policy

Remunerations Policy of the Directors

Shareholder Remuneration Policy 2023-2024

Tax Policy

Energy policy

Business Continuity Policy

Stakeholder Engagement Policy

Ordinary General Meeting

Quorum – Voting Results 2024

Resolutions passed AGM 2024

Chairperson and CEO presentation on 2024 AGM

Resolutions passed AGM 2024

Chairperson and CEO presentation on 2024 AGM

Press Release AGM 2024

Streaming from 2024 Shareholders’ Annual General Meeting

Announcement of the Call to Meeting

Proposed resolutions

Individual Annual Accounts and Management Report 2023

Consolidated Annual Accounts and Management Report 2023

Annual Corporate Governance Report 2023

Annual Report on the Remuneration of Directors 2023

Auditor’s Report on the ICFR 2023

Board of Directors’ Report on the re-election of Ms. Alexandra Reich

Board of Directors’ Report on the delegation of the power to increase the share capital

Board of Directors’ Report on the delegation of the power to issue bonds/convertible

Board of Directors’ Report on the resolution to issue convertible bonds approved by the Board of Directors on 27 July 2023

Board of Directors’ Report on the amendment of the Board of Directors’ Regulations

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

FAQS

Requests for information by writing to the Board of Directors and its answers

Electronic Forum Rules

Proxy appointment and remote voting instructions

Electronic attendance rules

Link for electronic voting /proxy

Link for shareholders’ electronic forum

Quorum – Voting results 23′

Resolutions passed AGM 2023

Press Release

Chairperson and CEO presentation on 2023 AGM

Telematic Assistance AGM23′

Streaming from 2023 Shareholders’ Annual General Meeting

Call

Proposed resolutions

Individual annual accounts and management report 2022

Consolidated annual accounts and management report (including on-financial information)

Annual Corporate Governance Report 2022

Annual report on Board director’s remunerations 2022

Auditor’s report on the ICFR 2022

Board reasoned proposal on the directors remunerations’ policy

Board report on the re-lection and ratification of Board members

Board report appointment Dominique D’Hinnin

Board report appointment Oscar Fanjul

Board report appointment Marco Patuano

Board report on the re-lection and ratification Jonathan Amouyal

Board report on the re-lection and ratification María Teresa Ballester

Board report on delegation capital increase

Board report on delegation bond issue/convertible bonds

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

FAQS

Link for electronic voting/proxy

Link for shareholders’ electronic forum

Requests for information by writing to the Board of Directors and answers

Electronic Forum Rules

Proxy appointment and remote voting instructions

Electronic attendance rules

Quorum – Voting results

Resolutions passed by the 2022 Ordinary General Shareholders’ Meeting

Press Release

Chairperson and CEO presentation on 2022 AGM

Streaming from 2022 Shareholders’ Annual General Meeting

Telematic assistance

Call

Proposed resolutions

Individual annual accounts and management report 2021

Consolidated annual accounts and management report (including non-financial information)

Annual Corporate Governance report 2021

Annual report on Board directors’ remunerations 2021

Auditor’s report on the ICFR 2021

Reasoned proposal on the directors remunerations’ policy

Board report on the number of Board members

Board report on the re-election and ratification of Board members

Board report on the amendment of the Company’s bylaws

Board report on capital increase through non-monetary contributions

Board report on delegation capital increase

Board report on delegation bond issue/convertible bonds

Board report on the amendment of the Board of Directors’ Regulations

Number of shares and voting rights

Attendance, proxy and remote voting card

Venue

FAQ

Link for Electronic Voting/Proxy

Link for Shareholders’ Electronic Forum

Requests for information by writing to the Board of Directors and answers

Operational rules for the Shareholders’ Electronic Forum

Instructions for delegation and distance voting

Instructions for electronic attendance

Resolutions passed by the 2021 Ordinary General Shareholders’ Meeting

Annual Corporate Governance Report 2018

Shareholder Structure

The significant stakes in Cellnex Telecom are:

Through the links provided below you can access information shown in the public records of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) on the Cellnex Telecom S.A significant holders.

Access website CNMV

Board members and Senior management

Chair	% Direct	% Indirect	% Total
Óscar Fanjul Martín	0,002	0,000	0,002
Chief Executive Office	% Direct	% Indirect	% Total
Marco Patuano	0,000	0,003	0,003
Vocals	% Direct	% Indirect	% Total
Pierre Blayau	0,000	0,001	0,001
Marieta del Rivero Bermejo	0,000	0,000	0,000
María Luisa Guijarro Piñal	0,000	0,000	0,000
Christian Coco	0,000	0,000	0,000
Alexandra Reich	0,000	0,000	0,000
Kate Holgate	0,000	0,000	0,000
Ana García Fau	0,000	0,000	0,000
María Teresa Ballester	0,000	0,000	0,000
Jonathan Amouyal	0,000	0,000	0,000
Dominique d'Hinnin	0,000	0,000	0,000

This information is available at the CNMV website

Message
This information is available at the CNMV website

Treasury stock

In compliance with the obligation to communicate and update Cellnex’s treasury shares position, the Company keeps its information updated on the CNMV website

Acces to the CNMV

Shareholders’ agreements

File	PDF
Edizione submits details of the novation contract of the co-investment contract concerning Cellnex Telecom S.A.
Closure of the demerger of ConnecT SpA.
Edizione S.r.l. announces that all the actions provided for in the New Shareholders' Agreement between Sintonia S.p.A., ConnecT S.p.A., Infinity Investments, S.A. and Raffles Infra Holdings Limited concerning Cellnex Telecom S.A. have been carried out.
Edizione S.r.l. refers to clauses of the contract signed between Edizione S.r.l., Sintonia S.p.A., ConnecT S.p.A. and Atlantia S.p.A. concerning Cellnex Telecom S.A.

Other agreements

File	PDF
Board of Directors Agreement, on March 19th 2015

Investor relations

Shareholders Investors

Corporate documents

Board of directors

Board of Directors Committees

Reports

Committee of Ethics and Compliance

Related Content

Code of Ethics

Related Content

Whistleblowing Channel

Corporate policies

Ordinary General Meeting

Shareholder Structure

Board members and Senior management

Treasury stock

Shareholders’ agreements

Other agreements

Investor relations

Shareholders Investors

Corporate documents

Board of directors

Board of Directors Committees

Reports

Report on the Functions and Activities ARMC, NRSC & CAC

Report of the ARMC on Related-party transactions 2023

Report on the independence of the auditors 2023

TAX Reporting 2023

Integrated Annual Report

Annual Report on Remuneration

Annual Corporate Governance Report

Others

Committee of Ethics and Compliance

Related Content

Code of Ethics

Related Content

Whistleblowing Channel

Corporate policies

Ordinary General Meeting

2024

2023

2022

2021

2019

Shareholder Structure

Board members and Senior management

Treasury stock

Shareholders’ agreements

Other agreements