Sanofi is a limited liability company incorporated under the laws of France with securities listed on Euronext Paris, France and the U.S. Nasdaq Global Select Market (Nasdaq). Consequently, our corporate governance framework reflects the mandatory provisions of French corporate law, the securities laws and regulations applying to Sanofi as a corporation listed in France and as a foreign issuer listed in the United States.
In addition, the Company’s corporate governance principles refer to the AFEP-MEDEF Code, which lays out recommendations concerning notably effective governance and rules regarding compensation of executive directors, control and transparency.
Since January 1, 2007, Sanofi has separated the functions of Chairman of the Board of Directors and Chief Executive Officer and considers that this governance structure is appropriate to our current configuration.
The Board of Directors
The Company is managed by a Board of Directors comprising 16 members, two of whom represent employees.
The Chairman of the Board represents the Board of Directors. He organizes and directs the Board’s work 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 Board of Directors set up advisory committees tasked with providing specialist input to assist the Board in its decision-making process. Their members are chosen by the Board among its members, based on their experience.
There are five specialized committees:
- Audit Committee
- Compensation Committee
- Appointments, Governance and CSR Committee
- Strategy Committee
- Scientific Committee
The Executive Committee meets twice a month and is chaired by the Chief Executive Officer.
The Chief Executive Officer is responsible for the management of the Company, and represents it in dealing with third-parties within the limits of its corporate purpose. He enjoys the broadest powers to act on behalf of the company in all circumstances, subject to the authority attributed by law to the Board of Directors and to the Shareholders’ General Meeting and within the limits set by the Board of Directors.