Composition of the Board of Directors

The Board of Directors, appointed by the shareholders, is composed of 17 members, two of whom are employee representatives and a non-voting member. 10 directors are independent. Members of our Board of Directors are appointed for a maximum term of four years; reappointment of Directors is done on a rotation basis.

The Board of Directors defines the strategic business guidelines and directions of the Company, and supervises their implementation. Subject to the powers expressly attributed to the Shareholders’ General Meeting, and within the scope of the company’s corporate purpose, the Board of Directors’ powers cover all issues relating to the proper management of the company and through its decisions the Board determines all matters falling within its authority.

Further information in our Board Charter

Each year, the Board of Directors conducts a review to ensure that there is an appropriate balance in its composition. In particular, the Board seeks to ensure gender balance and a broad diversity of backgrounds and countries of origin, international experience, reflecting Sanofi’s status as a diversified global business.

As of May 2022, women represent 43% of members. 7 Directors are non-French.

Above all, the Board seeks directors who show independence of mind and who are competent, dedicated and committed.

Under the terms of the AFEP-MEDEF corporate governance code of listed corporations, a Director is independent when he or she has no relation of any kind whatsoever with the company, its group or its management that may interfere with his or her freedom of judgement.

As of May 2022, 71% of members are independent (according to French Law, Directors representing employees are excluded when calculating the proportion of independent Directors).

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As of May 2022, the Board of Directors comprises the following members: