Our governance framework
Sanofi is a publicly traded, limited liability company, incorporated under French laws, guided by a visionary Board of Directors and Executive Committee.
We are incorporated under the laws of France, with securities listed on Euronext Paris, France, and the Nasdaq Global Select Market in the US. Our corporate governance framework reflects the mandatory provisions of French corporate law, and the securities laws and regulations that apply to corporations listed in France and to foreign issuers listed in the US.
In line with recommendations of the AFEP-MEDEF Code, we have effective governance and rules in place regarding compensation of executive directors, control, and transparency. Since January 1, 2007, we have kept the function of Chairman of the Board of Directors separate from that of Chief Executive Officer.
Board of directors
We are managed by a Board of Directors comprising 16 members, two of whom are employee representatives. It is represented by the Chairman of the Board, who 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.
Sanofi's Board of Directors has set up a number of specialist committees to assist the Board in its deliberations and decision-making. Members are chosen from the Board based on their experience.
The five committees are:
- the Audit Committee
- the Compensation Committee
- the Appointments, Governance and CSR Committee
- the Strategy Committee
- the 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.