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Content :
Corporate Governance
Complying with the highest governance standards.
Group’s performance
IndependenceStandards of good governance vs Sanofi-aventis | Standards of good governance (1) | Sanofi-aventis |
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DIRECTORS
among themselves and in relation to management | At least 50% of Board and Compensation Committee directors are independent | Board of Directors | Audit Committee | Compensation, Appointments and Governance Committee |
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| Definition of independence determined by the Board of Directors | 8/16 | 4/4 | 4/6 | | Independence standards based on the Bouton report | Independence standards based on the Bouton report | | No cross check | No cross check | | Length director’s term | 4 years | AUDITORS
in relation to management | Statutory auditors may not provide consulting services with the exception of audit services | See details in the reference document, page 276 * |
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| Auditor and Audit Committee meetings without management in attendance | Prior to Board meetings, at Audit Committee meetings semi-annual and annual financial statements are approved | (1) Primarily based on the Viennot and Bouton reports and the Sarbanes-Oxley Act.
Involvement in decision-makingStandards of good governance vs Sanofi-aventis | Standards of good governance (1) | Sanofi-aventis |
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| DIRECTORS | Number of meetings – Average attendance rate at Board meetings | 7 meetings – 86.5% |
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| Accounting, Appointments and Compensation Committees | Audit Committee | Compensation, Appointments and Governance Committee | | Number of meetings in 2006 | 7 | 2 | | Attendance rate | 100% | 91.7% | | Assessment of Board operations every three year | Implemented as of 2006. Assessment made by the Board secretary. A report was made at the Board meeting of 12 February 2007 | | SHAREHOLDERS | Proportion of votes expressed in a general assembly by shareholders present, represented or by absentee vote | The total number of votes represents 56.6% of existing voting rights.
Resolutions were adopted by an average of 97% in 2006 |
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| OTHER STAKEHOLDERS | Directors representing non-stockholder stakeholders | None |
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| Number of resolutions related to Corporate Social Responsibility (C.S.R) passed and adopted in a general assembly | None | | Number and proportion of service providers having addressed issues related to C.S.R | None | (1) Primarily based on the Viennot and Bouton reports and the Sarbanes-Oxley Act.
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