sanofi corporate governance · corporate governance factsheet –post 2019 annual general meeting...

Corporate GovernanceGRI Standards:102-13: Membership of associations102-16: Values, principles, standards, and norms of behavior102-18: Governance Structure

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May 2019

Executive Summary

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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 ofits 20-F and in Chapter 1 of its Document de Référence.

SANOFI’S

GOVERNANCE

STRUCTURE

Diverse, experienced Board of global thought and business leaders

79% of Board Directors are independent under French corporate governance standards

67% of Executive Committee Members are non-French nationals

COMPENSATION

PRACTICES

Overview of compensation policy

Summary of compensation best practices and highlights

SANOFI’S

GOVERNANCE

PRACTICES

Effective Board leadership and independent oversight

Corporate governance policies and practices consistent with French governance

standards

Routine assessment of corporate governance framework

CORPORATE SOCIAL

RESPONSIBILITY Overview of Sanofi’s corporate social responsibility priority areas of action and

practices

Corporate Governance Factsheet – Post 2019 Annual General Meeting May 2019

Sanofi’s Governance Practices

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Overview of Sanofi’s Corporate Governance

May 2019 4Corporate Governance Factsheet – Post 2019 Annual General Meeting

Independence of the Board of Directors

Independent Directors Non-Independent Directors

79 %(11/14)

Proportion of women within the Board of Directors

Women Men

43 %(6/14)

Effective

board

leadership

and

independent

oversight

• Board is comprised of 16 Directors, diverse in terms of expertise, nationality and gender

o two new Directors appointed in 2017 (Mrs. Melanie Lee and Mr. Bernard Charlès) and one in 2018 (Mr.

Emmanuel Babeau) following robust search process

o two Directors representing employees appointed in June 2017 (Mrs. Marion Palme and Mr. Christian

Senectaire)

o One new Director (Mr. Christophe Babule) was coopted in February 2019 and his co-opting was ratified by the

2019 AGM

o The term of office of two Directors (Mr. Serge Weinberg and Mrs. Suet-Fern Lee) were renewed by the 2019

AGM

o 2 directors representing employees

o more than 40% female

o 6 foreign Directors

o average age of 58.75 years / average tenure of 4.2 years

• 11 Directors are independent pursuant to AFEP-MEDEF governance code

o CEO is the only current Sanofi executive serving on Board

o Chairman is an independent director

o 2 shareholder representatives on Board (Laurent Attal and Christophe Babule) are representatives of L’Oréal,

a ~9.5% owner with ~17% voting rights)

• Routine assessment by the Appointments, Governance and CSR Committee of Board

composition

Overview of Sanofi’s Corporate Governance


Governance

practices

promote

accountability

• The board determines the Company’s strategy and oversees its implementation. The

CEO manages the Company

• 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

term), with a limited number of external mandates

• Each Director appointed must own at least 1,000 shares

• At least two executive sessions (without CEO) per year

• Annual say-on-pay compulsory vote on Chairman and CEO compensations

• Robust evaluation mechanisms implemented each year, including formal evaluation of

the Board in 2018 with independent consultant

• Governance norms for French companies are generally established by a combination of law and “bestpractice” codes: the French Commercial Code provides the primary corporate governance rules andregulations while the AFEP-MEDEF Code further outlines best practices in respect of matters of Boardleadership, independence and effectiveness, compensation, accountability and relations with shareholders

Sanofi’s Governance Structure

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Sanofi Board of Directors Overview (as of April 30, 2019)

(1) As of March 8, 2019 (previously Appointments & Governance Committee)

Corporate Governance Factsheet – Post 2019 Annual General Meeting

Board of Directors

Audit Committe

Compensation Committee

Appointments,Governance &

CSR Committee (1)

StrategyCommittee

Scientific Committee

• S. Weinberg (Chairman)

• O. Brandicourt

• L. Attal

• P. Kron

2 independent members out of 4

• P. Kron (Chairman)

• C. Haigneré

• C. Piwnica

• D. Souza


• F. Lecorvaisier (Chairwoman)

• E. Babeau

• D. Souza

3 financial experts


• S. Weinberg (Chairman)

• C. Haigneré

• P. Kron

• M. Lee


• T. Südhof (Chairman)

• L. Attal

• M. Lee

• S. Weinberg


of Directors (11/16) are

members of one or more

Committee(s)

69%5

Specialist Committees

responsible for assisting

the Board in performing its

duties

May 2019 7

Sanofi Board of Directors Overview

• A diverse, experienced Board of global thought and business leaders

May 2019 8

OLIVIER BRANDICOURT

CEO

First appointed in 2015

Former CEO of Bayer

Healthcare, 13 years of

experience at Pfizer

LAURENT ATTAL


Executive Vice President

General Manager

Resarch & Innovation at

L’Oréal

S E RGE W E INBE RG*

Chairman


Founder & Chairman of

Weinberg Capital

Partners

Former CEO of Rexel

and PPR (Kering), former

Chairman of Accor

E M M ANUE L BABE AU *


Deputy CEO in charge of

finance & legal affairs of

Schneider Electric

Member of the Board of

Directors of Sodexo

Former CFO of Pernod

Ricard SA

CLAUDIE HAIGNE RÉ *


Former Deputy Minister

in the French

Government

P ATRICK KRON*


Former CEO and

Chairman of Alstom

Chairman of Truffle

Capital SAS

Member of the Boards of

Directors of Bouygues,

Lafarge-Holcim, Halcor

Metal Works

FABIE NNE LE CORV AIS IE R*


Executive Vice President,

CFO and Member of the

Executive Committee of

Air Liquide

Former CFO of Essilor

Int’l SA and held various

positions in Barclays and

Société Générale

S UE T-FE RN LE E *


Lawyer, Director of

Morgan Lewis Stamford

LLC

Member of the

Supervisory Board of

Rothschild & Co

CHRISTOPHE BABULE


(co-opted)

CFO and Executive Vice

President at L’Oréal

THOMAS SÜDHOF*


Avram Goldstein

Professor in the School of

Medicine at Stanford

University

Was awarded the 2013

Nobel Prize in Medicine

DIANE SOUZA*


Former CEO of

UnitedHealthcare

Specialty Benefits


Directors of Farm Credit

East

Certified Public

Accountant

CAROLE P IW NICA*


Lawyer, Founder and

Director of Naxos UK


Directors of Eutelsat

Communications and of

the Supervisory Board of

Rothschild & Co

MELANIE LEE*


CEO of LifeArc and

Director and consultant of

Think10

Former CSO at BTG plc.

Former CEO and Director

of Syntaxin Ltd.

Founder of NIghtstaRx

Ltd

BERNARD CHARLES*


Vice-Chairman of the

Board and CEO of

Dassault Systèmes

Former President of

Strategy, Research &

Development at Dassault

Systèmes

MARION PALME


Holds a Bachelor of

Science in Chemical

Engineering

Member of the IGBCE

Former member of the

European Works

Council (from 2010 to

2017)

CHRISTIAN SENECTAIRE


30 years experience in

employee representative

bodies and social

dialogue

Qualified production

technician at Sanofi’s

Vertolaye site

* : Independent Director : Shareholder Representative : Director Representing Employees

Approvals of the 2019 Annual General Meeting

• A Gradual and controlled renewal

• Reappointment of Serge Weinberg for a four-year term (overall attendance: 100%)

• Reappointment of Suet-Fern Lee (overall attendance: 92%)

• A balance of skills maintained with the proposal for the ratification of the Board’sappointment by cooptation of Christophe Babule as Director (high-level financialexpertise and experience of senior management roles in an international group)

May 2019Corporate Governance Factsheet – Post 2019 Annual General Meeting

CHRISTOPHE

BABULE

Executive Vice President, Chief Financial Officer of L’Oréal

Various positions at L’Oréal, including Director of Administration &

Finance for China, then for Mexico, Director of Internal Audit,

Director of Administration & Finance for the Asia Pacific Zone

Graduated from HEC Paris

He will bring to the Board his high-level expertise in finance and

an international vision

9

Scientific experience

Healthcare / Pharmaexperience

CEO role ininternational group

Board membership ininternational group

International experience

M&A

Finance/Accounting

Regulatory

Digital

5

7

5

7

1

5

Depth and Breadth of Director Skills and Qualifications

• Sanofi’s current Directors collectively represent a deep, diverse mix of skills and experiencesthat support value creation

DIRECTOR SKILLS (# OF DIRECTORS WITH GIVEN SKILL OR EXPERIENCE) (1)


• Relevant skills andexperiences that areimportant for overseeingthe Company’s strategyand challengingmanagement / status quo

• Proficiency in finance /accounting and M&A, inaddition to valuablehealthcare and scientificexpertise

• Experience serving on theBoard of other publiccompanies

(1) excluding Directors representing employees

5

5

8

Board and committees’ activity in 2018


BOARD OF DIRECTORS

Audit CommitteeCompensation

Committee

Appointments,

Governance &

CSR Committee

Strategy

Committee

Scientific

Committee(created in May 2018)

11 meetings in 2018 / Attendance rate: over 95%

Matters addressed:

• Anti-bribery

• Cyber security

• Internal audit

• Risk management

framework and risk

profile

• Data protection

• 2019 budget

Matters addressed:

• Compensation policy

• LTIs plans

• Employee share

ownership plan

Matters addressed:

• Succession planning

• Board evaluation

• Review of the Board

Charter

• Board composition

Matters addressed since

January 2018:

• Ablynx and Biovertiv

acquisitions

• Partnership

opportunities

• Strategy review

Matters addressed:

• Vaccine R&D Scientific

review

6 meetings in 2018

Attendance rate: 92%

4 meetings in 2018


3 meetings in 2018


4 meetings in 2018


1 meeting in 2018


Specific matters addressed

• Strategy

• Ablynx and Bioverativ acquisitions

• Disposal of Zentiva

• Update on Diabetes and Cardiovascular

• Review of the Group’s main risks

• Business & industrial transformation

• Board evaluation

• CSR

Two strategy seminars

• Innovation tour in Boston (life sciences ecosystem, healthcare innovations &

challenges, drug pricing, oncology, Sanofi-Alnylam alliance, etc.)

• Two days in Paris (developments in strategy, R&D, growth accelerators, digital

trends, financial outlook)

Appointments, Governance and CSR Committee


Specific CSR

activities

assigned to

the Committee

• Review and monitor the Company’s corporate social responsibility (CSR)

commitments and orientations, assess the extent to which they meet

stakeholder expectations, and more generally ensure that CSR issues are taken

into account when developing and implementing corporate strategy;

• Review drafts of the Company’s governance and CSR reports, and more

generally ensure that all related disclosures required by applicable legislation

have been made;

• Ensure that regular communication is established with shareholders on

corporate governance issues and determine how this is done, without

undermining the principle of equality of treatment between shareholders or the

collegiate nature of the Board; and

• Identify and discuss emerging trends in governance and CSR, and ensure that

the Company is preparing as well as possible for the challenges specific to its

operations and objectives

• At its meeting of March 8, 2019, the Board of Directors decided to add a CSR roleto the Appointments and Governance Committee, notably to reflect the Board’slongstanding commitment to take into account the social and environmentalimpact of Sanofi’s operations while promoting long-term value creation

Sanofi Board evaluation

• Many actions taken by the Board in response to the areas for progress and vigilance identified during2017 Board evaluation (see « Item 6 – Board evaluation » of our Annual Report on Form 20-F)

• In 2018, a formal evaluation of the Board was conducted under the direction of the Appointments andGovernance Committee, with assistance from an external specialist consultancy firm. A report waspresented by this Committee to the Board, on March 8, 2019

Areas of Satisfaction Areas for progress & vigilance identified

The diversity and complementarity of the Board, with a balance of

skills that generates productive and lively debate

Deeper long-term strategic thinking in the work of the Board and the

Committees

The well-prepared and informative off-site strategy seminar, which

helped members to gain a better understanding of Sanofi’s markets

and challenges, and get to know the management team

Better follow-up on the implementation of strategic decisions through

the use of a dashboard

The Board’s ability to challenge management on strategy; More interaction with the management team, especially with

Executive Committee members

The contribution of the Scientific Committee to the work of the Board Regular scheduling of executive sessions, and preparation of more

detailed reports on such sessions

The good interaction between the Board and the Committees, and

the quality of the Committee’s reports

Improved presentations, especially through more concise and

relevant materials, to allow more time for debate and discussions

during meetings

The Board’s ability to prepare succession issues Better prioritization of items on the agenda for Board meetings

The dynamic between Directors, enabling the Board to operate

effectively as a team

Continuing to diversify the Board without increasing its size

Further strengthening the links between Directors, and helping new

Board members to integrate by allocating them a mentor

Corporate Governance Factsheet – Post 2019 2019 Annual General Meeting May 2019 13

Sanofi Executive Committee Overview• Principal body directing Sanofi. It implements the strategic decisions of Sanofi and

monitors the Company’s operational performance

May 2019 14

DOMINIQUE CAROUGE

Executive VP, Business

Transformation

OLIVIER CHARMEIL

Executive VP, General

Medicines and Emerging

Markets

OLIVIER BRANDICOURT

CEO

JE AN -BAP TIS TE CHAS S E LOUP

DE CHATILLON

Executive VP, CFO

DAV ID LOE W

Executive VP, Sanofi

Pasteur

P HIL IP P E LUS CAN

Executive VP, Global

Industrial Affairs

ALAN M AIN

Executive VP, Consumer

Healthcare

AM E E T NATHAW ANI

Executive VP, Chief

Digital Officer & CMO,

Medical Function

DIETER WEINAND

Executive VP, Primary

Care

JOHN REED, MD, PH. D.

Executive VP, Global

head of Research and

Development

BILL S IBOLD

Executive VP, Sanofi

Genzyme

MUZAMMIL MANSURI, PH. D.

Executive VP, Strategy

and Business

Development

KAREN LINEHAN

Executive VP, Legal

Affairs and General

Counsel

CAROLINE LUSCOMBE

Executive VP, Human

Resources

KATHLEEN TREGONING

Executive VP, External

Affairs

15

Number of Members

10

Diversity

Members out of 15 are non-

French nationals – 6

nationalities are represented

57

Members’ average

age

Corporate Governance – Post 2019 Annual General Meeting

CEO Compensation Policy

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Shareholders’ vote on compensations

• French law sets out a dual role for the shareholders


Ex ante vote

•Compensation policy for the Chairman & the CEO

•Sanofi’s compensation program seeks to be consistent with market and industry practice to providecompetitive levels of compensation, create a strong link between individual and company performance andmaintain a balance between short-term and mid-long-term performance

•Compensation policy for the Chairman of the Board is identical to that approved by the 2018 AGM

•2018 AGM voting results: 98.83% for the Chairman / 89.52% for the CEO


Ex post vote

•Total compensation and benefits of whatever kind paid in respect of the previous year and awardedto the Chairman & the CEO

•The payment and award of variable & exceptional components are contingent on the shareholders’approval (annual variable compensation + LTIs)



Compensation Policy Aligned with Long-Term Value Creation (1/2)

• Key components of CEO compensation


• Maintained at €1.2M (since appointment in 2015)

• Rank 10th out of 11 companies of our international benchmark panel (1)Base Salary

• Annually determined based on qualitative and quantifiable criteria

• Balance attainment of financial objectives and specified individual objectives

• Between 0% and 250% of his fixed compensation

• Target: 150% fix salary

Variable Annual Compensation

• Stock options and performance shares, contingent on internal (Business NetIncome and FCF(2)) and external performance conditions (TSR) measured overthree years(3)

Long Term Incentive

Non-Compete Indemnity

Severance Payment Based on Performance and COC/Strategy

Top-Up Defined Benefit Pension

• Can only be activated in case of forced departure

• Amount limited to 24 months of total compensation

• Payment contingent upon fulfillment of two performance criteria

• Non-compete undertaking during a 12-month period following his departure

• Indemnity corresponding to one year’s total compensation

• May not exceed 37.50% of the reference compensation (arithmetical averageof the three highest years’ annual gross compensation paid during any three ofthe five years preceding final cessation of employment)

• Life annuity, transferable as a survivor’s pension

No Directors’ attendance fee

Durin

gth

e te

rmo

f o

ffic

eS

eve

ran

ce

(1) AstraZeneca, Bayer, BMS, Eli Lilly, GSK, Johnson & Johnson, Merck, Novartis, Pfizer and Roche(2) Replacement of the performance criterion based on ROA with a criterion based on FCF for future equity-based compensation plans (i.e. those awarded in or after 2019)(3) Stringent performance conditions:

- Stock subscription options plan of June 24, 2015: 81.12% of the stock subscription options initially awarded (220,000 options) to the CEO will be exercisable at the end of the vesting period on June 2019, i.e.

178,464 stock subscription options / Stock subscription options plan of May 4, 2016: 81.25% of the stock subscription options initially awarded (220,000 options) to the CEO will be exercisable at the end of the

vesting period on May 2020, i.e. 178,750 stock subscription options

- Performance share plan of June 24, 2015: 81.12% of the performance shares initially awarded (45,000 shares) will vest at the end of the vesting period on June 2019, i.e. 36,504 shares / Performance share

plan of May 4, 2016: 81.25% of the performance shares initially awarded (50,000 shares) will vest at the end of the vesting period on May 2020, i.e. 40,625 shares

Compensation Policy Aligned with Long-Term Value Creation (2/2)

(1) introduction in 2019 of a CSR dedicated performance criterion


Variable annual compensation based on quantitative and qualitative performance criteria

Attainment of financial objectives (40%)

• Sales growth (1/3) and Business Net Income growth (2/3)

Attainment of specified individual objectives (60%):

Individual objectives adjusted annually by the Board, acting on recommendations from the

Compensation Committee, while seeking to maintain continuity and consistency from one

year to the next

CEO VARIABLE COMPENSATION

2018 2019

― Launch excellence (10%)

― Business transformation (15%)

― Pipeline (12.5%)

― Organization and People (10%)

― New product launches (10%)

― Business development – External

growth (7.5%)

― CSR (5%) (1)

― Launch excellence (10%)

― Business transformation (20%)

― Pipeline of products (12%)

― Organization and staff relations (12%)

― New products (10%)

― External growth (6%)

May 2019 18

Demanding objectives and criteria for CEO variable compensation in 2018


CRITERION TYPE WEIGHT

TARGET/

CAP

(as a

percentage of

fixed

compensation)

Assessment Comments

Weighting

(as a percentage

of fixed

compensation)

FINANCIAL

OBJECTIVES

(40%)

Sales Quantitative 13.3%

19.95% /

33.25%Below target

Confidential target

118.8

Business net

income(1) Quantitative26.7% 40.05% /

66.75%Above target

163.8

INDIVIDUAL

OBJECTIVES

(60%)

Business

transformatio

n

Qualitative 20%30% /

50%On target

Updating of strategy / Ongoing simplification

Efforts / Ongoing digital transformation / External

evaluation of CSR programs

155.8

Pipeline of

productsQuantitative 12%

18% /

30%

Above target

13 filings and 9 approvals / 15 Phase III starts / Ongoing

enhancement of upstream pipeline

Organization

and staff

relations

Qualitative 12%18% /

30%

On targetRenewing the Executive Committee / Development of key

Competencies / Implementation of action plan following

employee survey

New products Quantitative 10%15% /

25%

On target

Sales of new products and preparation of launches in line

with target

External

growthQuantitative 6%

9% /

15 %

Above target

Acquisitions of Bioverativ and Ablynx / Divestment of

European generics business

TOTAL 100%150% /

250%154,65(2)

(1) For a definition see “Item 5 – Operating and Financial Review and Prospects – Business Net Income” of our Annual Report on Form 20-F(2) Calculated by applying the relative weights of financial objectives (40%) and individual objectives (60%)

Distribution between the key components of CEO compensation


Fixed compensation

16%

Variable compensation

26%

Long term incentives

58%(1)

Compensation with

performance conditions: 84%

Equity compensation (long-

term remuneration): 58%

Compensation in cash

(annual remuneration): 42%

• Calculation based on the compensation due or awarded to the CEO for the yearended December 31, 2018

(1) Percentage corresponding to the valuation of stock options (valuation at the date of grant using the Black & Scholes method assuming fulfillment of the performance condition) and performance shares

awarded during the year 2018 (valuation at the date of grant assuming fulfillment of the performance conditions. This represents the difference between the quoted market price of the share on the date of grant

and the present value of the dividends to be received over the next three years)

Summary of benefits awarded to the CEO on leaving office


Voluntary departure /

Removal from office

for gross or serious

misconduct

Forced departure Retirement

Termination benefit(a) /

24 months of fixed

compensation as of the date of

leaving office

+

24 months of most recent individual

variable compensation received(d)

–

Amounts received as non-compete

indemnity

/

Non-compete indemnity(b)

12 months of fixed

compensation as of the date of

leaving office

+


variable compensation received prior

to leaving office

12 months of fixed

compensation as of the

date of leaving office (incl. the above

the 24-month cap)

+


variable compensation received prior

to leaving office(e)

/

Top-up pension(c) / /

(Years of service x 1.5%(f))

X

60 x the French social

security ceiling effective

as of the retirement date

Stock option and performance shares not yet vested Forfeited in full

Rights retained in prorata to period of

employment

within Sanofi(f)Rights retained(g)

(a) The amount of the termination benefit is reduced by any amount received as consideration for the non-compete undertaking, such that the aggregate amount of those two benefits may never exceed two years of total fixed and variable

compensation.

(b) The Board of Directors may decide to release the Chief Executive Officer from the non-compete undertaking for some or all of the 12-month period. In that case, the non-compete indemnity would not be due, or would be scaled down

proportionately.

(c) In accordance with the Sanofi top-up defined-benefit pension plan rules dated October 1, 2008, amended on January 1, 2012, the top-up pension cannot exceed 37.50% (1.5% per year of service, capped at 25 years) of the reference

compensation and supplements any other pension schemes for which the Chief Executive Officer may be eligible, subject to a cap on the total pension from all sources set at 52% of the reference compensation.

(d) Subject to fulfillment of the performance conditions, assessed over the three financial years preceding the departure from office as described in “ – Item 6 – Arrangements for corporate officers – 2. Termination benefit in event of forced departure.”

(e) Subject to the Board of Directors enforcing the non-compete undertaking, the amount of the termination benefit is reduced by any indemnity received as consideration for the non-compete undertaking, such that the aggregate amount of those two

benefits may never exceed two years of total fixed and variable compensation

(f) Subject to fulfillment of the performance condition, assessed for each year.

(g) In this case, the Chief Executive Officer remains subject to the terms of the plans, including the performance conditions.

Sanofi CSR priority areas of action

Sustain ecosystems around Sanofi’s

sites

Develop and engage employees

• Paqte: French program to help the

poorest areas by recruiting young

trainees and apprentices from these

areas and promote the economic

development of local businesses

• Stay in school, Stay in society, from

education to employability: education

and training of Youth especially in

suburb, favoring diversity

• Enfants de Sanofi

Serving the needs of patients with NCDs*

• KiDS and Diabetes in Schools

• Mental Health (FAST*)

• My Child Matters for Children’s cancer

Contribute to eradication, elimination

and control of infectious diseases

• HAT*** (Sleeping sickness)

• Malaria

• Tuberculosis

• Polio

* NCDs: Non communicable diseases

** FAST: Fight Against Stigma

*** HAT: Human African Trypanosomiasis (sleeping sickness)

Addressing environmental challenges

• Reduce CO2 emissions

• Reduce waste

• Streamline water use and drug residues

• Awareness on climate change and health

• Addressing stakeholders’ expectations while integrating business priorities

• The Sanofi Board considers issues related to the Company’s strategy, in line with its concern for theinterests of shareholders and other stakeholders, and CSR issues

23Corporate Governance Factsheet – Post 2019 Annual General Meeting May 2019

Sanofi CSR material issues

24

• CSR strategy: key assets in creating value

• CSR is an integral part of Sanofi’s core business strategy. By building a pragmatic and innovative approach to meet

today’s CSR challenges, it contributes to value creation and improving our business

• Our CSR material topics, ranked by relative importance in terms of CSR materiality, is as follows:

May 2019Corporate Governance Factsheet – Post 2019 Annual General Meeting

May 2019 25

Our CSR performance

• Sanofi is included in the most important international CSR indices


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