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Sanofi Corporate Governance

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GOVERNANCE, CONTROLS AND PROCEDURES ETHICS AND TRANSPARENCY ©Cultura RM Exclusive/Edwin Jimenez/GettyImages Jimenez/GettyImages Exclusive/Edwin RM ©Cultura Corporate Governance GRI Standards : 102-13: Membership of associations 102-16: Values, principles, standards, and norms of behavior 102-18: Governance Structure : © credits Photo Photo Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 Executive Summary This presentation is intended to provide an overview of Sanofi’s corporate governance framework, Board of Directors, compensation and sustainability practices. An exhaustive presentation of Sanofi’s corporate governance can be found in Item 6 of its 20-F and in Chapter 1 of its Document d’Enregistrement Universel. ◼ Effective Board leadership and independent oversight SANOFI’S ◼ Corporate governance policies and practices consistent with French governance GOVERNANCE standards PRACTICES ◼ Routine assessment of corporate governance framework ◼ Diverse, experienced Board of global thought and business leaders SANOFI’S GOVERNANCE ◼ 79% of Board Directors are independent under French corporate governance standards STRUCTURE ◼ 55% of Executive Committee Members are non-French nationals COMPENSATION ◼ Overview of compensation policy PRACTICES ◼ Summary of compensation best practices and highlights CORPORATE SOCIAL ◼ Overview of Sanofi’s corporate social responsibility priority areas of action and RESPONSIBILITY practices Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 2 Sanofi’s Governance Practices Governance Sanofi’s Photo credits: © Overview of Sanofi’s Corporate Governance • Board is comprised of 16 Directors(1), diverse in terms of expertise, nationality and gender o Two Directors representing employees appointed in June 2017 (Marion Palme and Christian Senectaire) o Christophe Babule co-opted to the Board during 2019 o 2020 AGM: co-opting of Paul Hudson, CEO, renewal of Laurent Attal, Carole Piwnica, Diane Souza and Thomas Südhof, as well as the appointment of Rachel Duan and Lise Kingo as directors Effective o Emmanuel Babeau left the Board on May 21, 2020 and Gilles Schnepp was co-opted on May 22, 2020 as Independent Director board leadership o 8 foreign Directors and o average age of 58.56 years / average tenure of 3.81 years independent • 11 Directors are independent pursuant to AFEP-MEDEF governance code oversight o CEO is the only current Sanofi executive serving on Board o 2 shareholder representatives on Board (Laurent Attal and Christophe Babule) are representatives of L’Oréal, a ~9.4% owner with ~16.8% voting rights)(1) • Routine assessment by the Appointments and Governance Committee of Board composition Independence of the Board of Directors(1) Proportion of women within the Board of Directors(1) 79 % 43 % (11/14) (6/14) Independent Directors Non-Independent Directors Women Men Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 4 Overview of Sanofi’s Corporate Governance • Governance norms for French companies are generally established by a combination of law and “best practice” codes: the French Commercial Code provides the primary corporate governance rules and regulations while the AFEP-MEDEF Code further outlines best practices in respect of matters of Board leadership, independence and effectiveness, compensation, accountability and relations with shareholders • Separate Chairman and CEO roles • Board members have a fiduciary duty to act in accordance with the corporate interest of the Company, which encompasses not only the shareholders’ interests but also the interests of other constituencies (employees, customers, etc.) • Directors generally serve multi-year terms (governance standard of a 4 year maximum Governance term), with a limited number of external mandates practices • Each Director appointed must own at least 1,000 shares promote accountability • At least two executive sessions (without CEO) per year • Annual say-on-pay compulsory vote on Chairman, CEO and directors* compensations • Robust evaluation mechanisms implemented each year, including formal evaluation of the Board in 2018 with independent consultant *since the Order of November 27, 2019 enacted for the application of the PACTE Law Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 5 Sanofi’s Governance Structure Governance Sanofi’s Photo credits: © Sanofi’s Governance Structure CHAIRMAN CHIEF EXECUTIVE OF THE BOARD OFFICER Organizes & directs the Implements Sanofi’s work of the Board strategy and represents it in dealings with third parties BOARD OF DIRECTORS EXECUTIVE COMMITTEE Assists the CEO in his Defines Sanofi’s strategy mission Assist and inform the Board APPOINTMENTS, AUDIT COMPENSATION GOVERNANCE & CSR COMMITTEE COMMITTEE COMMITTEE STRATEGIC SCIENTIFIC COMMITTEE COMMITTEE Corporate Governance Roadshow – 2020 AGM March 2020 7 Appointments approved by the 2020 Annual General Meeting • A Gradual and controlled renewal • Reappointment of Laurent Attal for a four-year term (overall attendance: 100%) • Reappointment of Carole Piwnica (overall attendance: 92%) • Reappointment of Diane Souza (overall attendance: 92%) • Reappointment of Thomas Südhof (overall attendance: 92%) • A balance of skills maintained with the ratification of the Board’s appointment by cooptation of Paul Hudson as Director (Sanofi’s CEO) ◼ Chief Executive Officer of at Sanofi ◼ Previously CEO of Novartis Pharmaceuticals (2016-2019) where he was a member of the Executive Committee. Has had an extensive international career in healthcare that spans the US, Japan and Europe. Experience with AstraZeneca, including President Paul Hudson AstraZeneca United States and Executive Vice President, North America. Began his career in sales and marketing. ◼ Graduated from Manchester Metropolitan University, Chartered Institute of Marketing and holds an Honorary Doctorate in Business Administration from Manchester Metropolitan University Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 8 Appointments approved by the 2020 AGM ◼ Senior Vice President of GE and President & CEO of GE Global Markets ◼ She occupied various positions within GE, starting with Corporate Audit Staff in 1996. She then held several management positions, including Lean Six Sigma, sales and marketing at GE Plastics in China and the Asia-Pacific region. She became President & CEO of GE Advanced Materials China in 2006 and then of the Asia Pacific region in 2008. In 2010, Rachel Duan was appointed President & CEO of GE Healthcare China and President & CEO of GE China in 2014, becoming Rachel Duan the first native Chinese woman to hold this position in GE's largest market outside the United States. She was promoted to her current role in January 2019. ◼ Graduated from Shanghai International Studies University and the University of Wisconsin-Madison ◼ Rachel Duan brings a great knowledge of health sector and an experience in international markets, especially China ◼ CEO & Executive Director of the United Nations Global Compact ◼ She started her career in business-to-business advertising at JP Bureau in Copenhagen and joined Novo Industries (now Novo Nordisk after the merger with Nordisk Gentofte) in 1988, where she remained for 26 years. She served as Chief of Staff, Executive Vice President and member of the Executive Management team since 2002, where she was instrumental in defining Novo Nordisk's sustainable business strategy. Prior to 2002, she held various positions in Novozymes, Novo Holding and Novo Nordisk, including internal audit, compliance, people & organization, branding and sustainability. Lise Kingo ◼ Graduated from the University of Aarhus in Denmark, the Copenhagen Business School, from the University of Bath and the INSEAD ◼ Lise Kingo brings a great knowledge of pharmaceutical industry and CSR matters, an experience in international markets ◼ * She will be stepping down from her post as CEO and Executive Director of the UN Global Compact in June 2020. Being elected to the Board, she will not sit at Board meetings until she has separated from the United Nations. Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 9 Appointment following the 2020 Annual General Meeting ◼ Vice-Chairman of the Supervisory Board of Peugeot S.A. ◼ He was co-opted on May 22, 2002, following the resignation of Emmanuel Babeau. His co-opting will be subject to ratification by the next Shareholders’ Meeting of Sanofi, on April 28, 2021. ◼ He began his career in 1983 with Merrill Lynch France. He was appointed Vice-Chairman in 1986, and Senior Vice-Chairman of Merril Lynch in 1989. He joined Legrand in 1989, as a deputy Chief Financial Officer, then Chief Financial Officer. He moved up the corporate ladder and became Vice- Gilles Schnepp Chairman and Managing Director in 2004, and he took on the role of Chairman and Chief Executive Officer of Legrand in 2006. In 2018, he handed over the management of the Legrand Group to Benoit Coquart and remained the Chairman of the Board of Directors. ◼ Graduated from HEC Paris ◼ Gilles Schnepp brings to the Board his skills in financial matters and his experience in managing international groups. Corporate Governance Factsheet – Post 2020 Annual General Meeting May 2020 10 Sanofi Board of Directors as of May 28, 2020 • A diverse, experienced Board of global thought and business leaders SERGE WEINBERG* PAUL HUDSON LAURENT ATTAL CHRISTOPHE BABULE ◼ Chairman ◼ CEO ◼ First appointed in 2012 ◼ First appointed in 2019 ◼ First appointed
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