Board of Governors: Missions and composition

Missions of the Board of Governors

The Board of Governors :

• Gives its opinion on the strategic policies proposed by the President;
• Adopts the Annual Report on Institut Pasteur activity and submits it for the approval of the General Meeting board;
• Votes on budgets and forecasts regarding workforce headcount, with an objective of sustaining the endowment; and it approves the accounts;
• Provides a framework for assets management, notably assets forming part of the endowment;
• Determines the status and the terms of recruitment and remuneration of the foundation's employees;
• Authorizes legal proceedings;
• Appoints the Institut Pasteur President by a two-thirds majority after the Chair has consulted each member of the Scientific Council, the heads of the different scientific departments and, if deemed useful, any other competent person. It determines the President's remuneration package and terminates his or her appointment by a majority of two-thirds of the members in office;
• On proposal from the President, appoints the Vice-Presidents and Senior Executive Vice-Presidents as well as the directors of the scientific departments and terminates their appointment;
• On proposal from the President, appoints senior scientific managers to the rank of professor;
• Approves the establishment or dissolution of research units, also on proposal from the President;
• As applicable, and with a view to exploiting the findings of the Institut Pasteur's research, decides to enter into contracts with one or more companies or take a stake in an existing or newly formed company;
• Appoints one or more auditors and their deputies.

Composition of the Board of Governors

Composition of the Board of Governors

1. Board of Governors

Ex officio members:

Member representing the partner university:

Members chosen for their scientific expertise, at least three of whom work at the Institut Pasteur:

Members from Institut Pasteur non-scientific staff with at least ten years' service:

Members chosen for their general, scientific or medical expertise, at least two of whom work or have previously worked in scientific institutions or departments:

Members chosen for their financial, industrial, business, legal or management expertise:

2. Board of Governors Bureau

All Bureau meetings are attended by the Chairs of the Appointments and Remuneration Committee and the Finance and Audit Committee and Catherine Touvrey.

3. Appointments and Remuneration Committee

The Appointments and Remuneration Committee provides support and expertise to the Bureau and Board of Governors in all matters relating to the development and implementation of remuneration policy as well as the monitoring of budget items (mandatory annual negotiations, payroll and headcount). The Committee examines and issues opinions and recommendations on the recruitment and remuneration of members of the Senior Management Board (CODIR) and any person with a gross annual salary exceeding €100,000.

4. Finance and Audit Committee

The Finance and Audit Committee supports the Board of Governors in its mission to oversee the Institut Pasteur's management (budget preparation and monitoring, accounts closing, monitoring of assets management, overall risk control measures).

5. Board representatives on the Investment Advisory Committee

• André Choulika

6. Board representative on the Ethics and Compliance Committee

• Geneviève Almouzni

5. Board representatives on the Investment Advisory Committee

• André Choulika

6. Board representative on the Ethics and Compliance Committee

• Geneviève Almouzni

Appointment criteria of the Board of Governors

Members are appointed as follows:

5 ex officio members:

• One representative of the French Minister for Research;
• One representative of the French Minister for the Budget;
• One representative of the French Minister for Health;
• The Chairman and CEO of the CNRS (French National Center for Scientific Research);
• The Chairman and Chief Executive Officer of Inserm (French National Institute for Health and Medical Research).

1 Member representing the partner university:

• The President of Université de Paris Cité

16 members elected at the General Meeting from either within or outside its ranks, and including:

• 4 members chosen for their scientific expertise, at least 3 of whom working at the Institut Pasteur. These members are elected on the basis of "double nominee" proposals made by the Scientific Council.
• 2 members from Institut Pasteur non-scientific staff with at least ten years' service. These members are elected on the basis of "double nominee" proposals from the Works Committee.
• 10 members not working at the Institut Pasteur, and including:
  • 4 members chosen for their general, scientific or medical expertise, at least 2 of whom work or have previously worked in scientific institutions or departments;
  • 6 members chosen for their financial, industrial, business, legal or management expertise.

Half the elected members appointed for six years are renewed every three years in each category.

The Board of Governors chooses a bureau from among its members, composed of a Chair, one or two Vice-Chairs, a Secretary and a Treasurer, elected during each partial board renewal process for a three-year renewable term.

The Board of Governors can delegate some of its powers to its Chair and bureau as well as to the President.

On October 28, 2022, following the replacement of outgoing members at the last session of the General Meeting, the Institut Pasteur Board of Governors elected its new Chairman, Yves Saint-Geours.