Specialist committees

Specialist committees

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The Board of Directors set up advisory Committees tasked with providing specialist input to assist the Board in its decision-making.

Audit Committee

Composition of the Audit Committee

  • Robert Castaigne*, Chairman
  • Fabienne Lecorvaisier*
  • Christian Mulliez
  • Carole Piwnica*

* Independent Director

The Audit Committee is composed of three independent Board members. All its members, including Christian Mulliez, are also independent within the terms of the Sarbanes-Oxley Act. All members of this committee have financial or accounting knowledge as a result of their training and work experience. Robert Castaigne, Fabienne Lecorvaisier and Christian Mulliez also qualify as financial experts within the terms of the Sarbanes-Oxley Act and French legislation.

Mission of the Audit Committee

The Committee shall oversee matters relating to the preparation and audit of accounting and financial information. Without prejudice to the powers of the Board of Directors, the Committee shall inter alia be responsible for overseeing:

  • the process for the preparation of financial information;
  • the effectiveness of the internal control and risk management systems;
  • the audit of the parent company financial statements and consolidated financial statements by the statutory auditors;
  • the independence of the statutory auditors.

The role of the Committee shall be not so much to examine the financial statements in detail as to monitor the process of preparing them and to assess the validity of elective accounting treatments used for significant transactions.

In fulfilling its role, the Committee shall interview the statutory auditors and the officers responsible for finance, accounting, and treasury management. It shall be possible for such interviews to take place without the Chief Executive Officer being present if the Committee sees fit. The Committee may also visit or interview managers of operational entities in furtherance of its role, having given prior notice to the Chairman of the Board and to the Chief Executive Officer.

The Committee shall interview the person responsible for internal audit, and give its opinion on the organization of the internal audit function.

The Committee shall be able to call upon external experts.

In addition, the Committee shall:

  • direct the selection process for the statutory auditors when their mandates are due for renewal, submit the results of this process to the Board of Directors, and issue a recommendation;
  • be informed of the fees paid to the statutory auditors, ensure that the signatory partners are rotated every five years, and oversee compliance with other rules relating to auditor independence;
  • in conjunction with the statutory auditors, assess any risk to their independence and any measures taken to mitigate such risk;
  • approve in advance any request to the statutory auditors to provide services unrelated to the audit of the financial statements, in compliance with the relevant laws;
  • ensure that internal early warning procedures relating to accounting, internal accounting controls and audit are in place and applied;
  • ensure that independent Directors receive no compensation other than attendance fees.

Compensation Committee

Composition of the Compensation Committee

  • Patrick Kron*, Chairman
  • Claudie Haigneré*
  • Christian Mulliez
  • Diane Souza*

* Independent Director

Mission of the Compensation Committee

The role of the Committee shall be to:

  • make recommendations and proposals to the Board about the compensation, pension and welfare plans, top-up pensions plans, benefits in kind and other pecuniary benefits of the executive directors of Sanofi, and about the granting of performance shares and stock options;
  • define the methods used to set the variable portion of the compensation of the executive directors, and check that these methods are applied;
  • formulate general policy on the granting of performance shares and stock options, and determine the frequency of grants for each category of grantee;
  • review the system for allocating attendance fees between Directors;
  • advise the Chief Executive Officer on the compensation of key senior executives.

Appointments and Governance Committee

Composition of the Appointments and Governance Committee

  • Serge Weinberg, Chairman
  • Claudie Haigneré*
  • Patrick Kron*

* Independent Director

Mission of the Appointments and Governance Committee

The role of the Committee shall be to:

  • recommend suitable candidates to the Board for appointment as Directors or executive officers;
  • establish corporate governance rules for the Company, and oversee the application of those rules;
  • ensure that there is adequate succession planning for the Company’s executive bodies;
  • oversee compliance with ethical standards within the Company and in its dealings with third parties;
  • determine whether each Director qualifies as being independent, both on his or her initial appointment and annually prior to publication of the Reference Document, and report its conclusions to the Board of Directors;
  • propose methods for evaluating the operating procedures of the Board, and oversee the application of these methods;
  • examine the Chairman’s report on corporate governance.

Strategy Committee

Composition of the Strategy Committee

  • Serge Weinberg, Chairman
  • Laurent Attal
  • Olivier Brandicourt
  • Patrick Kron*

* Independent Director

Mission of the Strategy Committee

The Strategy Committee is tasked with assessing major strategic options with a view to the development of the Company’s business.

It briefs the Board of Directors on issues of major strategic interest, such as:

  • acquisition, merger and alliance opportunities;
  • development priorities;
  • financial and stock market strategies, and compliance with key financial ratios;
  • potential diversification opportunities; and
  • and more generally, any strategic option judged to be essential to the Company’s future..