The Group Internal Audit and Internal Control & Processes THE GROUP INTERNAL AUDIT The Group Internal Audit is an independent and objective function, reporting directly to the Chief Executive Officer, and having a free access to the President of the Audit Committee. Group Internal Audit’s (GIA’s) mission is to provide the Executive Committee and the Audit Committee with independent, objective assurance regarding the group’s ability to control its operations. GIA helps Sanofi accomplish its business objectives by combining competent, experienced professionals with leading audit practices, and by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of Sanofi’s governance, risk management, and control processes. GIA’s scope of work is to determine whether Sanofi’s governance, risk management and internal control processes, as designed and implemented by management, are adequate and functioning in a manner to ensure that: – Risks are appropriately identified and managed, using an approach that is both structured and focused on the group’s strategic, financial and operational objectives – Projects, processes and employees’ actions are relevantly and efficiently compliant with applicable internal policies, standards, and other rules, as well as laws and regulations – Risks of fraud are diligently identified, reported and managed – Assets are acquired economically, used efficiently, and adequately protected – Significant financial, managerial, and operational information is accurate, reliable, and timely In order to better understand the evolving Group activities and environments, the Group Internal Audit is organized in three regional hubs, which are The Group Internal Audit and Internal Control & Processes Factsheet published in May 2015 conducting their assignments according to the same professional and quality standards. Internal Audit plays a major role in global risk oversight within the Group. The annual audit plan is elaborated following a riskbased approach, in coordination with the Group Risk Committee, which is aligned with and relevant to the business. This method evaluates and integrates relevant inputs from Sanofi’s overall risk management functions and includes any additional risks or potential control concerns identified by management. The proposed annual audit plan is reviewed by the Executive Committee members and validated by the CEO before being submitted to the Audit Committee. This plan results in the performance of 70 to 80 audits a year, covering main areas and risks identified within the organization. Progress against the audit plan is formally presented to the Audit Committee at list twice per year. SANOFI Group Internal Audit seeks regular external assessment, which demonstrates its compliance with professionals and international standards. INTERNAL CONTROL AND PROCESSES Internal Control is defined as a process, carried out by an entity’s Board of Directors, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting, and compliance. The mission of the Internal Control and Processes (IC&P) Department is to support the Group with its objectives to have an Internal Control adapted to its organization and activities, by: Defining and maintaining group-wide standards ; Providing support to management for improving controls and remediating failures; Page 1 of 3 Coordinating the evaluation of Internal Control over Financial Reporting, program effectiveness ; Participating in continuous monitoring of Group's Internal Control. The successful implementation and maintenance of a Group lnternal Control will help Sanofi: Protecting business and the value created by the Group over time; Reducing unforeseen losses, risks to its reputation and people; lmproving process quality, effectiveness and efficiency; Facilitating decision making with a common view of processes and their level of control; lmplementing Group policies, standards and processes, allowing proper mitigation of risks, Ultimately, also improving internal control over outsourced providers and business partners GROUP PROCESSES & STANDARDS 'GPS" Sanofi senior management has a clear ongoing commitment to maintaining and enhancing its systems of internal control and risk management. In furtherance of this objective, in 2014 senior management launched the Group Processes and Standards (GPS) program, which combines the existing elements of internal control into a unified Group-wide approach. GPS has been approved by the Executive Committee and presented to the Audit Committee.. GPS comprises the following elements: A Process Framework, presenting the Group operational and support processes with a two-level hierarchy: processes and sub-processes; An lnternal Control Manual, presenting the Group mandatory controls, applicable to all activities in all countries. These controls are essential to reduce many of the Group's critical risks to an acceptable level; A Financial Controls Framework, presenting the Group's internal controls over Financial Reporting (used to comply with Section 404 of the Sarbanes-Oxley Act); An lnternal Control Self-Assessment process to be completed annually by all activities in all countries and which will be reviewed by Group internal Audit during its periodic audits, as well as used by senior management in their monitoring of activities. The lC&P Department's scope of work spans all activities, functions and affiliates within the Group. This scope may also extend to the Group's outsourced service providers and business partners, to the extent it is permissible and deemed necessary. INTERNAL CONTROL RESPONSIBILITIES The Executive Committee sets principles and policies for the Group's lnternal Control, allocates resources, and monitors adherence to the Group's lnternal Control by local management teams. The Audit Committee of the Board of Directors is responsible for monitoring the effectiveness of the Group's risk management and internal control systems including lnternal Control over Financial Reporting. The lC&P Department assists the Group to implement its lnternal Control, and as such: Coordinates the definition and communication of the lnternal Control Manual and of groupwide policies, standards and tools; Monitors the implementation of Group standards, processes and controls; Monitors compliance with the GPS and provides regular status to the Senior Management; Provides support to management in their efforts to improve controls and sustainably remediate control deficiencies; Coordinates and prepares the evaluation of the effectiveness of lnternal Control over Financial Reporting for Group management. The lnternal Control network, composed of lnternal Control and Finance support team members in regions, countries, affiliates and other relevant structures, implements GPS, monitors local internal control effectiveness and supports local control improvement efforts, under the direction of lC&P. Global Process Owners are accountable for designing, implementing and continuously improving the group processes as set out in the GPS. The Group Internal Audit and Internal Control & Processes Factsheet published in May 2015 2 of 3 Local Management incorporates GPS into their management processes and alerts the lnternal Control network of any required adjustments on a timely basis. Local Management is also accountable for the compliance of operations with Group policies and standards. Employees execute internal controls in accordance with the GPS and contribute to the achievement of the Group's lnternal Control objectives. Finally, Group lnternal Audit is responsible for providing the Executive Committee and the Audit Committee, with independent, objective assurance regarding the group's ability to control its operations. The Group Internal Audit and Internal Control & Processes Factsheet published in May 2015 3 of 3