Strategia di bilancio

1. INTRODUCTION

1.1. Context

The main governing body of Cellnex Telecom, S.A. (referred to in this document as “Cellnex” or “the Cellnex group”) is its Board of Directors, which manages, administers and controls its business.

To perform these functions and in accordance with the provisions of the Spanish Corporate Enterprises Act, Cellnex’s Board of Directors has non-delegable powers to determine its tax strategy.

By drawing up this policy, Cellnex acknowledges the importance for the group of taking on board the practices of good corporate governance established by law and determines the key elements, principles and commitments of its tax strategy.

1.2. Aim

In line with the above, the aim of the tax strategy set out in this document is to establish the main guidelines on which the Cellnex group can base its decisions and actions regarding its tax affairs worldwide and in accordance with the laws applicable in the various countries and territories where it does business.

1.3. Scope

This tax strategy policy of the Cellnex group will apply to all companies controlled by Cellnex Telecom, S.A. regardless of where they are located and will apply to the group’s tax obligations regarding direct taxes on corporate earnings, indirect taxes and taxes on employment, capital and real estate income and any other tax obligations or obligations regarding the recording or declaration of such taxes.

1.4. Audience

The tax strategy policy is established and approved by Cellnex’s Board of Directors and is particularly relevant for the group’s different areas of business and organisational management as well as its tax department.

The Cellnex group will inform its staff, shareholders or any other interested persons of this tax strategy policy and any changes which may be made to the policy.

 

2.  TAX STRATEGY

2.1. General overview

The Cellnex group’s tax strategy policy is established in line with the basic principle of regulatory compliance, i.e. compliance with the tax obligations which the group is required to meet in each of the countries and territories where it does business. For this purpose, the group fosters relationships with tax administrations based on the duties of transparency, good faith and loyalty and mutual trust.

In its goal to gain public interest and generate value for its shareholders, it is important that Cellnex always observes this basic principle of respecting and complying with tax regulations when making business decisions to avoid tax risks and inefficiencies.

The aim of this tax strategy policy is therefore to support Cellnex’s business strategy and, for this purpose, it is in line with its corporate mission of generating value for the group and its clients and shareholders by means of an innovatory, efficient and neutral management and quality telecommunications networking and infrastructure services provided by an enthusiastic and experienced team of collaborators.

2.2   Principles for handling tax affairs

In line with the basic principle stated above, Cellnex’s actions regarding its tax affairs have the following aims:

  1. Comply with tax regulations in the various countries and territories where the group does business, paying all taxes which are due and answering all requests for information required by law.
  2. Make decisions on its tax affairs based on a reasonable interpretation of applicable laws and strictly in line with the group’s business activities.
  3. Foster practices which can prevent and reduce significant tax risks, including reputational risks, and ensure that profit-making is in line with the structure and location of the group’s business activities, human and material resources and business risks.
  4. Transmit information to the group’s decision-making bodies on the main tax implications of operations and matters which are subject to their approval, when they are a major factor in decision-making.
  5. View the taxes which the group companies pay in the countries and territories where they do business as their main contribution to public revenue and, consequently, as one of their contributions to society.
  6. Ensure that any operations which have tax implications are carried out for commercial and business reasons, even though tax efficiency is also pursued with the operation.
  7. Not operate in tax havens to evade tax obligations which would otherwise be applicable and refrain from using opaque and/or artificial structures, processes or systems, mainly for tax purposes, to prevent tax administrations from knowing who is ultimately responsible for activities or owns the assets or rights involved.
  8. Handle the group’s tax affairs regarding the generating and use of intangible assets, ensuring that their location is their place of origin or due to business requirements and that their transfer is for financial reasons and for prices which are in line with the principle of free competition.
  9. Provide information and documents regarding tax matters requested by tax authorities in a timely manner and to the extent required, to reduce any uncertainties.
  10. Foster the implementation of good tax practices in the group which help reduce relevant uncertainties and prevent conduct which could cause them.

3. GOVERNANCE

3.1. Governance

Cellnex’s Board of Directors is aware that its responsibilities include the following non-delegable powers, which make up and define the Cellnex group’s corporate tax governance framework:

  • Establish tax strategy.
  • Establish a risk management policy, which includes tax matters, and supervise internal data and monitoring systems.
  • Approve all types of investments and operations which, due to their high amount or special characteristics, are strategic or have a special tax risk, unless they should be approved in general shareholders’ meetings.
  • Approve the creation or acquisition of shares for a specific purpose or companies situated in tax havens.
  • Approve any similar operations which, due to their complexity, could impair the Cellnex group’s transparency.

The functions of the Audit and Monitoring Commission include the supervision of the effectiveness of the monitoring and management of tax risks.

3.2. Structure and organisation

Cellnex’s tax affairs will be handled in accordance with the following guidelines:

  • Cellnex’s Audit Commission will be responsible for the regular reviews made of this policy and its Board of Directors will make any observations or proposals for modifications and improvements to the policy which it considers necessary, in line with Cellnex’s Articles of Association and the laws applicable at all times.

In addition, the Audit Commission will monitor the application of this policy and will regularly assess its effectiveness and adopt adequate measures to ensure that it operates appropriately, reporting to the Board of Directors accordingly.

  • Cellnex’s tax department will ensure that prevailing tax laws and the principles referred to in this policy are complied with by establishing suitable control mechanisms and internal rules and regulations. For this purpose, it will have the necessary material and functional human resources to achieve the aims set out in this document.The tax department’s duties include providing advice to the Board of Directors and all other organisational areas of the group on any decisions of a tax nature and, when required, consulting independent experts on these matters.
  • All of the group’s organisational and business areas should comply with this policy in the areas which they are responsible for which have tax implications, reporting and consulting any actions and operations which may be important for tax matters.


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