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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 managed by a Board of Directors composed of 16 members, two of whom are representing employees, 11 directors are independent. Is considered as independent, a Director who has no relation whatsoever with the company, its group or its management which may impede his freedom of decision. Members of our Board of Directors are appointed for a maximum term of four years; reappointment of Directors is on a rotation basis. No more than one third of the serving members of our Board of Directors may be aged more than 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).
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
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
Ameet Nathwani, MD, Executive Vice President, Medical Affairs
Stefan Oelrich, Executive Vice President, Diabetes & Cardiovascular
Roberto Pucci, Executive Vice President, Human Resources
Bill Sibold, Executive Vice President, Sanofi Genzyme
Kathleen Tregoning, Executive Vice President, External Affairs
Elias Zerhouni, MD, President, Global Research & Development