The Company’s corporate governance agenda is founded on the AFEP-MEDEF code. The combined Sanofi statutes and internal regulations of the Board of Directors 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 sixteen members, ten 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 reserved by law to the shareholders’ meetings and within the scope of the corporate purpose, 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 directions of the Company’s activities and ensures that they are implemented.
The Chairman represents the Board of Directors. He organizes and supervises the Board’s work and reports on it to the General Assembly. He ensures the smooth functioning of the corporate bodies he chairs (Board of Directors and the General Assembly).
Serge Weinberg is Chairman of the Board of Directors since May 17, 2010.
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 reserved by law to the Board of Directors and to the Shareholders’ general meeting.
He chairs the Executive Committee and the Global Leadership Team.
As from December 1, 2008, Christopher A. Viehbacher is a Sanofi board member, CEO and a member of the Strategy Committee. He is also Chairman of Genzyme since April 2011.
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.