Sanofi-Aventis SA (SNY)

3.2 Chairman of the Board of Directors’ report—Internal Control

3.2.1 Chairman of the Board of Directors’ report on the preparation and organization of the Board of Directors’ duties, on internal control procedures applied by sanofi-aventis, and on limits placed by the Board of Directors on the powers of the Chief Executive Officer.

(article L. 225-37 paragraph 6 of the Commercial Code)

In the preparation process of this report, the Chairman consulted the Executive Vice President – Chief Financial Officer, the Senior Vice President – Legal Affairs & General Counsel, and the Senior Vice President – Audit & Internal Control Assessment. In particular, he requested the latter to obtain the descriptions contained in the present report, each of which was duly validated by the managers in charge of the relevant processes or by the operational or central support function involved, and to describe the evaluation procedure adopted by sanofi-aventis.

A draft report was then reviewed by the Published Information Review Committee before being presented to the Audit Committee.

The Board of Directors was informed of the conclusions of the Audit Committee and of the statutory auditors, and the final version of the Chairman’s report was submitted to the Board at the meeting to adopt the financial statements, held on February 12, 2007.

3.2.1.1. Preparation and Organization of the Board of Directors’ duties

3.2.1.1. A. Board of Directors

The following participated in meetings of the Board of Directors:

The agendas for board meetings are prepared by the secretary after discussion with the Chairman, and take account of the agendas of specialist committees and of suggestions put forward by the directors.

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Within a reasonable period before each meeting, directors are sent the agenda, with as much supporting documentation as possible containing the information needed for them to consider the issues.

Directors therefore have sufficient time to examine this supporting documentation in advance of meetings of the Board and of the committees on which they sit, and to request any further information they believe is necessary for them to fulfill their remit.

Directors act in compliance with corporate governance laws and regulations (Viénot and Bouton reports), and with the Directors’ Code adopted by the Board of Directors.

In 2006, the Board of Directors met seven times.

Directors were assiduous in attending meetings, with an overall attendance rate of 86.5%.

They participated actively and candidly in the Board’s deliberations, and brought their expertise and professional competence to bear in the broader interests of the shareholders and of the Group.

The main items on the agendas of Board meetings were: