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Investors - Ensuring sustainable growth
Investors - Ensuring sustainable growth


Ensuring sustainable growth

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Corporate Governance

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

Serge Weinberg

Chairman of the Board of Directors since May 17, 2010 and interim CEO since October 29, 2014
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.

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.

The Board of Director met on October 29, 2014 and unanimously decided to remove Chris Viehbacher from his position as Chief Executive Officer of Sanofi. As a consequence, Mr. Viehbacher resigned from his role as Director of the Company.

Pending the appointment of the future Chief Executive Officer, the Board of Directors has asked Serge Weinberg, in the interim and effective immediately, to assume the position of CEO. As soon as a successor is named, the governance will return to separate offices of Chairman and Chief Executive Officer.


Compensations of Executive Directors

Commitments in favor of Executive Directors

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


Equity Compensation

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:


Internal Control

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.

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IR mobile application

SANOFI IR - The Investor Relations Mobile Application

SANOFI IR is available on iPhone, iPad and Android!


Annual General Meeting 2015

The General Meeting will be held on May 4, 2015 - 2:30 pm CET at the Palais de Congrès in Paris, France.


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