Servier Group – Legal structure and governance

From the outset, Dr Jacques Servier wanted to guarantee the sustainability and independence of his Group.

To achieve this, his guiding principle was that entrepreneurial decisions should prevail over expanding his personal assets.

The framework chosen, in the early 1980s, was to ensure that the Group’s management (governance) and ownership of capital (ie, the Group’s assets) were kept separate.

A. Legal Structure

The following points were defined:

  • Exercise of power (governance) was to be transferred, after Dr Servier’s death, to a nonprofit Foundation, established in the 1980s in the Netherlands (since the legal concept did not exist in France at the time). This Foundation was to be managed by the persons selected by Dr Servier to succeed him.
  • Part of the share capital was to be held by French nonprofit associations—the only type of structure suitable for this purpose in France at the time—with no stockholders, but entitled to ownership of assets. The rest of the share capital was to be held by the Group itself.

    The accompanying chart illustrates these points.

    The main components of this legal structure are therefore:
    Click here to see the organization chart.

 

  • The Dutch Foundation FIRS (acronym for Fondation Internationale de Recherche Servier), in charge of the Group’s governance, thanks in particular, to being vested with the power to appoint or dismiss the managers of Servier SAS.
  • Servier SAS, the Group’s holding company, which has direct or indirect control over all Operational Companies in France and worldwide.These companies are organized according to the various types of activities of our industry (R&D, Production, Promotion, Distribution, etc). 48% of the share capital of Servier SAS is held by 3 French nonprofit associations, whose members are Companies belonging to the Group, the remainder (52%) is self-controlled by Servier SAS itself.

    It must be underlined that no physical person participates in the capital of the Group, and that the Foundation, which is the organization’s linchpin, is an entity with no share capital, and which therefore is untransferable.

    The purpose of this legal structure is to ensure the stability, sustainability, and independence of the Group. Further, it also ensures the Group’s independence from financial markets, which too often favor short-term choices over long-term decisions. Finally, it makes it possible to reinvest 100% of resources in the Group, which has never distributed any dividends.

 

B. Governance

The decision-making process has been designed to favor achieving a consensus without impeding efficacy of action.

The FIRS Foundation is comprised of the following Bodies:

  • A President, who manages and represents the Foundation in its relations with third parties.
  • An Executive Committee, comprised of the President of the Foundation and of Senior Executive Vice-Presidents, to whom the President submits for approval the essential aspects of the Group’s general policy and the planned strategic operations.

    Its members are also the members of the Executive Committee of Servier SAS:
    Click here to see the members of the Executive Committee.

  • A Foundation Council, comprised of salaried members of the Group, and which must be consulted on its views about the essential aspects of the Group’s general policy by the Foundation’s President.

    The list of members of the Foundation Council:

    • Pierre DUSSAUD
    • Patrick GENISSEL
    • Patricia LAFAIX
    • Vincent LAMARCHE
    • Pascal LANGLOIS
    • Marie-Christine LARCHER
    • Patricia MAILLERE
    • Bernard MARCHAND
    • Isabelle TUPINON-MATHIEU
    • Pierre VENESQUE
  • A Supervisory Board, comprised of Members not belonging to the other Bodies, whose purpose is to ensure compliance with the Group’s founding principles.

    The list of members of the Supervisory Board:

    • Independent Members
    • Maître Michaël PFEIFER
    • Maître Cees de MONCHY
    • Maître Matthias STAEHELIN
    • Other Members
    • Patrice COURTOIS
    • Ange DIAZ
    • Martine LOO