Sanofi is a public, limited company with a Board of Directors, incorporated under French laws, and managed by its Chief Executive Officer.
Sanofi’s securities are listed on regulated public markets in France (Euronext Paris), and in the United States (Nasdaq Global Select Market – NASDAQ). Consequently, our corporate governance framework reflects the mandatory provisions of French corporate law, the securities laws and regulations of France and the United States, and the rules of the aforementioned public markets.
In line with recommendations of the AFEP-MEDEF Code, we have effective governance and rules in place regarding corporate officer's compensation, governance structure, 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.
The Board of Directors is composed of 16 members, including 12 independents and two employee representatives. 57% of the members are women (excluding the cohort of directors representing employees, in accordance with Ordinance No. 2024-934 of October 15, 2024, transposing Directive (EU) 2022/2381 of the European Parliament and of the Council of November 23, 2022, on improving the gender balance among directors of listed companies and related measures) and 50% are of non-French nationality (including the cohort of directors representing employees).
Sustainability in the Board
In 2025, the members of the Board of Directors received training on sustainable and equitable access to healthcare, featuring insights from both external consultants and internal experts on how access strategy drives growth, resilience, and impact. The session highlighted key issues around equitable access to healthcare, described access barriers in low-to-middle income countries or in low-income populations, and outlined levers for pharmaceutical companies to improve access. It also demonstrated how Sanofi is embedding equitable access into its core business strategy, from early pipeline planning through market launch.
The CSR Committee of Sanofi's Board plays a pivotal role in overseeing the Company's sustainability commitments and orientations. It reviews and monitors these commitments, assessing their alignment with stakeholder expectations and ensuring that sustainability issues are integrated into the development and implementation of corporate strategy. The Committee examines drafts of the Company's governance and sustainability reports, ensuring that all required disclosures are made in compliance with applicable legislation. Additionally, it ensures regular communication with shareholders on corporate governance issues, maintaining the principle of equality among shareholders and the collegiate nature of the Board. The Committee also identifies and discusses emerging trends in governance and sustainability, preparing the company for future challenges specific to its operations and objectives. Through these responsibilities, the CSR Committee ensures that Sanofi upholds the highest standards of corporate social responsibility.