At its meeting held on December 17, 2008, the Board of Directors examined the AFEP-MEDEF recommendations dated October 6, 2008 concerning Executive Directors compensation for listed companies. The Board of Directors considers that these recommendations are consistent with the company's corporate governance approach.

Therefore, the Board of Directors decided that Sanofi will refer to the amended AFEP-MEDEF code for the preparation of the report of the Chairman of the Board of Directors pursuant to article L. 225-37 of the French Commercial Code, as from the current financial year.

Since January 1st, 2007, the office of Chairman has been separated from that of Chief Executive Officer.

Serge Weinberg

Chairman of the Board of Directors since May 17, 2010
Term expires: 2015

The Chairman represents the Board of Directors. He organizes and directs the work of the Board, and is accountable for this to the shareholders’ general meeting. He is also responsible for ensuring that the Board of Directors and the shareholders’ general meeting chaired by him operate properly.

Christopher A. Viehbacher

Chief Executive Officer, Director
since December 1st, 2008

The Chief Executive Officer is responsible for the management of the Company, and represents it in dealing with third-parties. He chairs the Executive Committee and the Global Leadership Team.

Jean-François Dehecq was appointed Honorary Chairman of Sanofi on May 17, 2010.

Equity compensation, which is made up of subscription options and performance shares, serves to align employee and shareholder interests and reinforce employees’ ties to the Group. The Board of Directors is responsible for equity compensation under French law. In 2011, the Board of Directors fundamentally reworked its equity compensation policy. To limit the potentially dilutive effects, the Board’s new orientation is to award performance shares for all but a small number of high-level executives who may continue to receive options. Under this new Board policy, no matter who the beneficiary is, all options or performance shares granted will be subject in their entirety to the achievement of multi-year performance criteria, as illustrated by the plans put in place by the Board on March 5, 2013, which are conditioned on two internal criteria based on Business Net Income and Return on Assets, with a third, external criteria (Total Shareholder Return compared to a panel of pharmaceutical companies) applicable to attributions to the Chief Executive Officer. The Board of Directors commits to report to its shareholders on the level of performance achieved under these conditions in Sanofi's annual reports (Document de référence and U.S. Form 20-F).

For additional information concerning the equity compensation policies of the Board of Directors, please refer to the following documents:

The Group’s Senior Management has a clear ongoing commitment to maintaining and enhancing a reliable and effective internal control system built on ethical principles, appropriate organizational structures, well-defined responsibilities and demonstrated competencies. The overall objective is to promote the key elements of good corporate governance: transparency of management and providing shareholders with quality information.
 

Further information: