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.
The Board of Directors is composed of 17 members, including 12 independents and two employee representatives. 47% of the members are women (excluding the group formed by the employee representatives, 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 41% are of non-French nationality (including the employee representatives).
Sustainability in the Board
In 2024, the members of the Board of Directors received a training session on sustainability. This session, conducted by internal and external speakers, explored the connection between scientific and business issues. It provided an overview of stakeholder reactions (regulators, civil society, and investors) to sustainability issues, examined the role of companies in achieving sustainable transformation and long-term value creation, presented opportunities for the pharmaceutical industry, and focused on the CSRD.
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.