By laws and Directors’ code
The Directors’ Code of the Board of Directors sets out the responsibilities of the Directors, the composition, duties and working procedures of the Board and the Committees, and the roles and powers of the Chairman and the Chief Executive Officer.
The Board of Directors
The Board of Directors determines the orientations of the company’s business and supervises its implementation. It concerns itself with any issue of interest to the proper operation of the company and through its deliberations resolves the business concerning it. Within the scope of its mission, the Board:
- deliberates on the proposed strategy of Sanofi and on operations resulting therefrom, and more generally on any significant transaction involving notably major investments or divestments,
- appoints the corporate officers in charge of the management of the company and supervises their management,
- monitors the quality of information provided to the shareholders and to the financial markets through the financial statements and annual report or on the occasion of major transactions.
When a Director participates in Board deliberations and casts his vote, he is representing all the shareholders of the company and acts in the corporate interests of the company.
The Director shall devote sufficient time to the examination of dossiers sent to him, in preparing for Board of Directors meetings and Committees that the Board of Directors requests him to attend. He shall receive all necessary information to carry out his duties and may request any document he considers useful.
He shall disclose to the Board of Directors any existing or potential conflict of interest, with the company and its subsidiaries. He shall refrain from participating in votes on the related resolution.
Members of the Board of Directors who hold privileged information must, for so long as such information has not been made public, refrain from realizing directly or indirectly any transaction involving financial instruments of the corporation and from communicating it to third parties.
The Chairman of the Board of Directors
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 corporate decision-making bodies chaired by him (Board of Directors and shareholders’ general meeting) operate properly.
The Chief Executive Officer
The Chief Executive Officer is responsible for the management of the Company, and represents it in dealings with third-parties. He has the broadest powers to act in the name of the Company.
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.
Committee decisions are taken by a simple majority, with the committee Chairman having a casting vote in the event of a tie.
The Chairman of each committee reports to the Board on the committee’s duties.
The General Meeting was held on May 3, 2013 in Paris