CORPORATE GOVERNANCE

.CORPORATE GOVERNANCE
.Composition of board and directors
.Performance evaluation of the board
.Performance evaluation of the Chief Executive
.ethics
SANOFI-AVENTIS PAKISTAN LIMITED

Sanofi is a multinational pharmaceutical company

headquartered in Paris, France, as of 2014 the world's fifth-
largest by prescription sales
to improve health and wellness across the country, Sanofi
ranks amongst the top ten pharmaceutical firms in Pakistan.
 CORPORATE GOVERNANCE
Corporate governance is a system of structures and processes for
the direction and control of organizations.
It is a process through which balance of duties and
responsibilities between shareholders, management and
the board are defined, enabling an organization to maintain the
right balance of power and accountability while striving to achieve
its objective of enhancing shareholder value.
Composition of board and directors'
independence
In line with good governance practice, the
Chairman of the board is an independent Organizational Structure
non-executive director representing
minority interest. CHARMAN
The board comprises of 9 directors out
of which 7 are non-executive directors,
including 4 representing minority
interests. CEO
The roles of Chairman and the CEO has
been clearly defined and
segregated. The CEO is responsible
for operations of the company
whereas the board under the NEDs Mgt Auditors
Chairman performs
oversight responsibilities.
NEDs
 Performance evaluation of the board
The board has set the following broad criteria for evaluation of its performance
being the trustee of the shareholders:

Review of the business risks, strategic plans, significant policies, financial

structure, monitoring and approval
Monitor company's performance against the planned objectives and advice the
management on strategic
initiatives
Ensuring maximum attendance at board meetings to enhance the quality of
decision making as well as effective discharge of its roles & responsibilities

Compliance with the applicable laws & regulations including the Memorandum
and Articles of Association
of the company
Ensuring orientation of the board of directors including new appointments so that
each member is fully
aware of his roles & responsibilities
Establishing adequate internal control system in the company and it's regular
assessment through internal
audit activities
Performance evaluation of the Chief Executive

The performance of the Chief Executive (CEO) is based

on the criteria defined by Sanofi-Aventis group, which
takes into account both the qualitative as well as
quantitative parameters.
The CEO apprises the board of the developments
taking place in the pharmaceutical industry both globally
and locally including the overall position and
performance of the company.