Sanofi rebels make mark in AGM vote on CEO pay
* Sacked former CEO's 4.44 million euros exit deal approved
* New CEO Brandicourt will earn up to 4.2 mln euros/year
* Brandicourt also gets extra 4 million euros golden hello
* Large shareholder minority votes against the pay packages (Adds detail on packages)
By Andrew Callus
PARIS, May 4 (Reuters) - Rebel Sanofi investors made a mark at the drug maker's annual meeting on Monday as resolutions approving millions of euros paid to attract a new boss and pay off the one it had sacked were passed with fewer than two out of three votes cast.
While most resolutions were waved through with approval rates in the high 90s percent, more than a third were cast either against or as abstentions on two resolutions relating to executive remuneration.
One concerned the pay, conditions and pension terms of new CEO Olivier Brandicourt. The other related to the pay-off package for his predecessor, Chris Viehbacher, who was sacked last November for failing to execute policy effectively and poor communication with the board.
Investor advisory group ISS had recommended a vote against both resolutions, prompting the Sanofi board to appeal for loyalty and call ISS's advice "a real error in analysis".
The former CEO won a total 4.44 million euros ($4.95 million). In exchange, he agreed not to work for a competitor until June, not to recruit Sanofi employees for 18 months and to adhere to a two-year confidentiality agreement.
Brandicourt, meanwhile, could earn up to 4.2 million euros a year and pocket an extra 4 million euros as a one-off golden hello. He was also awarded a pension pot equivalent to 10 years' service.
Another advisory group, Proxinvest, which backed ISS's position, has estimated the value of the pension pot at 9 million euros. ISS had said the pension award "goes against market standards in France".
ISS had also objected to the way the company was "bundling" a vote on the pension with other parts of Brandicourt's employment terms into one resolution on an auditors' special report, describing the action as "poor and shareholder-unfriendly practice".
Sanofi has argued that Brandicourt's recruitment conditions "need to be considered as a whole". He was recruited from Bayer Healthcare, part of German group Bayer, and elements of the deal were designed to compensate him for a loss of benefits there.
Brandicourt's package has already drawn criticism from France's Socialist government, which is sensitive about executive pay in a period of high unemployment. Agriculture Minister Stephane Le Foll earlier this year called it "incomprehensible".
Defending its payment to Viehbacher, Sanofi argued that it had avoided a protracted legal dispute and was substantially less than he had sought. It also said it had obtained "valuable undertakings" from him.
ISS also objected to the fact that the Viehbacher vote, unlike the Brandicourt one, was merely advisory and therefore non-binding. ($1 = 0.8967 euros) (Reporting by Andrew Callus, editing by Geert De Clercq)
