Politica per la selezione e la nomina dei membri del consiglio di amministrazione

POLICY FOR THE SELECTION AND APPOINTMENT OF BOARD MEMBERS

 

 

The aims of the present Policy include ensuring the suitable composition of the Board of Directors.  When selecting Board members, the following aspects must be taken into account, among others: the Company’s share structure; the members’ diversity of knowledge, professional experience, nationality and gender; whether candidates will be able to dedicate the time required to fulfil their position; their possible specialisation in specific areas of special relevance (finance, legal matters, telecommunications, etc.); the absence of conflicts of interest (real or potential); and their personal commitment to defending the company’s interests.

 

  1. Scope of application.

This policy applies to the selection of board members that are natural persons.

In the case of board members that are legal persons, the provisions of this Policy shall apply to the natural persons that represent them.

 

  1. Selection process.

Pursuant to the provisions of the Law on Capital Companies, as regards proposing the appointment or reappointment of members of the Board of Directors, the Appointments and Remuneration Committee shall be responsible in the case of independent board members, while the Board of Directors itself shall be responsible in all other cases. Said proposals for appointment or reappointment must be presented together with a report from the Board justifying the choice by means of an assessment of the proposed candidate’s competence, experience and merits. Furthermore, proposals for the appointment or reappointment of non-independent board members should be preceded by a report from the Appointments and Remuneration Committee.

The selection of board member candidates shall be based on a prior analysis of the needs of the company, performed by the Board of Directors with advice and a report from the Appointments and Remuneration Committee. The aim is to integrate different professional and management experiences and skills and to promote the diversity of knowledge, experience and gender, while bearing in mind the weight of the different activities undertaken by Cellnex and considering those specific areas or sectors that need to be strengthened.

Any Board Member may ask the Appointments and Remuneration Committee to consider the merits of potential candidates to cover vacant positions on the Board.

 

  1. Conditions to be met by candidates.

Candidates for the position of Board Member of the Company must be honourable and ideal persons of recognised solvency, with the competence, experience, qualifications, training, availability and commitment required for the position.

They must be trustworthy professionals whose conduct and professional career are aligned with the principles set down in the Cellnex Code of Ethics and with the mission, vision and values of the Cellnex Group.

When considering candidates, the Appointments and Remuneration Committee shall assess the following aspects, bearing in mind the needs of the Board of Directors:

  1. The candidate’s technical and professional competencies.
  2. The candidate’s management experience, bearing in mind the context in which Cellnex operates.
  3. The commitment needed to hold the position, evaluating the positions already held by the candidate at other companies.
  4. The potential existence of conflicts of interest.
  5. The significance of any direct or indirect commercial, financial or professional relationships that exist or have recently existed between the candidate and the Company or other Group companies.
  6. Any future proceedings that may have a detrimental affect on the candidate’s responsibility or reputation.

 

  1. Disqualifications for being a candidate for the position of Board Member.

Persons affected by any of the causes of incompatibility, incapacity or prohibition to holding the position of Board Member set down by law or contained in the Company’s internal regulations may not be considered as candidates for the position of Board Member.

 

  1. Help from External advisors.

When selecting candidates for the Board of Directors, the Appointments and Remuneration Committee may hire the services of external advisors specialising in searching for and selecting candidates in order to make the process more efficient and effective.

When analysing the candidacies, the advisor must assess the requirements set out in section 3 of this Policy.

 

  1. Special reference to gender diversity.

In all cases, any type of implicit bias in the candidate selection process that may imply any kind of discrimination shall be avoided.

This Policy for the Selection of board member candidates shall promote a balanced presence of men and women on the Board of Directors.

Said Policy must ensure that, as soon as possible and at the latest by the end of 2020, the least-represented gender shall make up at least thirty percent of the total number of members of the Board of Directors.

 

  1. Verification of compliance with this Policy.

On an annual basis, the Appointments and Remuneration Committee shall check compliance with this board member Selection Policy and report its conclusions to the Board of Directors.



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