Overview
Members of our Board of Directors are appointed for a maximum term of four years - reappointment of Directors is done on a rotation basis.
The Board of Directors defines the strategic business guidelines and directions of the Company, and supervises their implementation. Subject to the powers expressly attributed to the Shareholders’ General Meeting, and within the scope of the company’s corporate purpose, the Board of Directors’ powers cover all issues relating to the proper management of the company and through its decisions the Board determines all matters falling within its authority.
Composition of the Board of Directors
The Board of Directors, appointed by the shareholders, is composed of 16 members, two of whom are employee representatives.
Frédéric Oudéa
Chairman of the Board of Directors
Term expires 2027
Belén Garijo
Director
Term expires 2030
Christophe Babule
Director
Term expires 2030
Clotilde Delbos
Independent director
Term expires 2027
Humberto De Sousa
Director representing employees (designated by the French Democratic Confederation of Labour – CFDT)
Term expires 2029
Rachel Duan
Independent director
Term expires 2028
Carole Ferrand
Independent director
Term expires 2029
Christel Heydemann
Independent director
Term expires 2030
Lise Kingo
Independent director
Term expires 2028
Jean-Paul Kress
Independent director
Term expires 2030
Wolfgang Laux
Director representing employees (designated by the European Works Council)
Term expires 2029
Barbara Lavernos
Director
Term expires 2029
Anne-Françoise Nesmes
Independent director
Term expires 2027
John Sundy
Independent director
Term expires 2027
Emile Voest
Independent director
Term expires 2029
Antoine Yver
Independent director
Term expires 2029
Board Diversity
Each year, the Board of Directors conducts a review to ensure that there is an appropriate balance in its composition. In particular, the Board seeks to ensure gender balance and a broad diversity of backgrounds and countries of origin, international experience, reflecting Sanofi’s status as a diversified global business.
Women represent 57% of members. 8 Directors are non-French. Above all, the Board seeks directors who show independence of mind and who are competent, dedicated and committed.
Independence of Board Members
Under the terms of the AFEP-MEDEF corporate governance code of listed corporations, a Director is independent when he or she has no relation of any kind whatsoever with the company, its group or its management that may interfere with his or her freedom of judgement.
79% of members are independent (according to French Law, Directors representing employees are excluded when calculating the proportion of independent Directors).
Summary table
| Director | Age | Nationality | First Appointed | Term expires | Seniority | AC | AGC | CC | SC | SciC | EC |
|---|---|---|---|---|---|---|---|---|---|---|---|
Frédéric Oudéa Chairman of the Board of Directors | 62 | French | May 2023 | General Meeting 2027 | 3 | C | C | X | |||
Belén Garijo Director | 65 | Spanish | April 2026 | General Meeting 2030 | <1 | X | |||||
Christophe Babule Director | 60 | French | February 2019 | General Meeting 2030 | 7 | X | |||||
Clotilde Delbos Independent director | 58 | French | April 2024 | General Meeting 2027 | 2 | X | C | ||||
Humberto De Sousa Director representing employees (designated by the French Democratic Confederation of Labour – CFDT) | 48 | French | April 2025 | Term expires 2029 | 1 | ||||||
Rachel Duan Independent director | 55 | Chinese | April 2020 | General Meeting 2028 | 6 | X | |||||
Carole Ferrand Independent director | 56 | French | May 2022 | General Meeting 2029 | 4 | C | |||||
Christel Heydemann Independent director | 51 | French | April 2026 | General Meeting 2030 | <1 | X | X | ||||
Lise Kingo Independent director | 64 | Danish | April 2020 | General Meeting 2028 | 6 | X | |||||
Jean-Paul Kress Independent director | 60 | French | January 2025 | General Meeting 2030 | 1 | X | X | ||||
Wolfgang Laux Director representing employees (designated by the European Works Council) | 58 | German | April 2021 | General Meeting 2029 | 5 | X | |||||
Barbara Lavernos Director | 58 | French | April 2021 | General Meeting 2029 | 5 | X | X | ||||
Anne-Françoise Nesmes Independent director | 54 | British, French | April 2024 | General Meeting 2027 | 2 | X | |||||
John Sundy Independent director | 64 | American | April 2024 | General Meeting 2027 | 2 | X | |||||
Emile Voest Independent director | 66 | Dutch | May 2022 | General Meeting 2029 | 4 | X | |||||
Antoine Yver Independent director | 68 | French, American, Swiss | May 2022 | General Meeting 2029 | 4 | X | C |
AC: Audit Committee
AGC: Appointments, Governance and CSR Committee
CC: Compensation Committee
SC: Strategy Committee
SciC: Scientific Committee
C: Chairman/Chairwoman