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The Company’s corporate governance agenda is founded on France’s AFEP-MEDEF Code, which lays out inter alia the principles of effective governance and rules regarding executive pay, control and transparency.The combination of Sanofi Articles of Association and Board Charter define the framework within which Sanofi implements its principles of corporate governance.
Since January 1, 2007, the functions of Chairman and Chief Executive Officer have been separated.
The Board of Directors
The Company is administered by a Board of Directors of 12 members, 9 of whom are considered independent. Board members have a maximum term of office of four years; renewal is on a rolling basis. Only one third of board members may be aged over 70.
Subject to the authority expressly granted by law to the shareholders’ meetings, the Board of Directors deals with and decides upon all issues relating to the proper management of the company and other matters concerning the board. It determines the general direction of the company’s activities and ensures the right measures are undertaken.
The Chairman organizes and supervises the Board’s work and reports on it to the Annual General Meeting. He ensures the smooth functioning of the corporate bodies he chairs (Board of Directors and the Annual General Meeting).
The appointment of Diane Souza and Thomas Südhof as members of the Board was submitted to the 2016 Annual General Meeting. Diane Souza is the former CEO of UnitedHealthcare Specialty Benefits, with over 25 years of managed care and health benefits experience. Thomas Südhof, MD, is the Avram Goldstein Professor in the School of Medicine of Stanford University, as well as a Professor of Molecular & Cellular Physiology, Psychiatry, and Neurology. He won the Nobel Prize in Physiology or Medicine in 2013.
Serge Weinberg has been Chairman of the Board of Directors since May 17, 2010.
Serge Weinberg is the Chairman of the Board of Directors
Each year, the Board of Directors conducts a review to ensure that there is an appropriate balance in its composition and in the composition of its Committees. In particular, the Board seeks to ensure a more balanced representation of men and women and diversity of background and country of origin, since the business of the Company is both diversified and global. As of December 31, 2015, women made up almost 38% of Sanofi’s Board’s membership in accordance. After the 2016 Annual General Meeting they will make up 46% in accordance with the AFEP-MEDEF Code.
The Board investigates and evaluates potential candidates whenever individual directors are up for election. With its latest appointments, the Board has reinforced its scientific and pharmaceutical expertise. It prizes talented directors, who are independent-minded, competent, dedicated and committed.
The committees are tasked with providing specialist input to assist the board in its decision-making process. Their members are chosen by the board from among its members, based on their experience.
There are four specialized committees: the Audit Committee, the Compensation Committee, the Appointments and Governance Committee and the Strategy Committee.
The Chief Executive Officer directs the Company and represents it with respect to third parties within the limits of its corporate objectives.
He enjoys the broadest powers to act on behalf of the company in all circumstances, subject to the authority granted by law to the Board of Directors and to the Shareholders’ general meeting.
is Chief Executive officer
Olivier Brandicourt as CEO chairs the Executive committee. The Executive Committee meets twice a month and comprises permanent members.
Olivier Charmeil, Executive Vice President and General Manager, General Medicines and Emerging Markets
Jérôme Contamine, Executive Vice President, Chief Financial Officer
Peter Guenter, Executive Vice President and General Manager, Diabetes & Cardiovascular
Karen Linehan, Executive Vice President, Legal Affairs and General Counsel
David Loew, Executive Vice President and General Manager of Sanofi Pasteur
Philippe Luscan, Executive Vice President, Global Industrial Affairs
Alan Main, Executive Vice President, Consumer Healthcare
Muzammil Mansuri, Ph.D., Executive Vice President, Strategy & Business Development
David Meeker, MD, Executive Vice President and General Manager of Sanofi Genzyme
Ameet Nathwani, MD, Executive Vice President, Medical Affairs
Roberto Pucci, Executive Vice President, Human Resources
Elias Zerhouni, MD, President, Global Research & Development
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