Good corporate governance built upon ethical values, careful risk management strategy and compliance with laws and regulations, is a foundational element of a successful business. At Johnson & Johnson, we are committed to good governance practices designed to take a long-term perspective on shareholder value that takes into account Our Credo values, our relationship with society as a whole and the interests of many diverse stakeholders. We believe governance done well strengthens management accountability, inspires public trust, fosters responsible decision-making and agility in execution, and helps us to fulfill Our Credo obligations.
Our Board of Directors, our highest governance body, is a diverse group of individuals who are elected by our shareholders each year. Among the six standing committees of the Board of Directors—each composed of non-employee (independent) directors—there are three that primarily share responsibility for oversight of environment, social and governance topics, including regulatory, compliance, quality and corporate governance matters, and policies, programs and practices on environment, health, safety and sustainability: the Regulatory, Compliance & Government Affairs Committee, the Nominating & Corporate Governance Committee, and the Science, Technology & Sustainability Committee. These committees advise and, as appropriate, make recommendations to the Board on issues for which they are responsible. GRI 102-27, 102-29
Our Enterprise Risk Management Framework provides an overview of our enterprise-wide approach to risk management, and illustrates examples of how this approach is implemented within the organization. Johnson & Johnson business leaders are accountable for managing risks affecting their businesses. As appropriate, issues are escalated to their leadership, including apposite members of the Johnson & Johnson Executive Committee, the Triage Committee, the Johnson & Johnson Compliance Committee, or the Regulatory, Compliance & Government Affairs or Audit Committees. See page 15 of the Enterprise Risk Management Framework for additional information on Governance & Oversight.Our Board of Directors provides oversight of senior leadership’s management of the various risks the Company faces. Also see Risk Oversight on page 20 of the Johnson & Johnson 2017 Proxy Statement. GRI 102-30
Further details about our Board of Directors and various Committees of the Board, as well as our corporate documents, Principles of Corporate Governance, and other corporate governance materials, are available on the Corporate Governance section of our website. See pages 15 through 27 of the Johnson & Johnson 2017 Proxy Statement for information about our Corporate Governance. GRI 102-28, 102-18,102-22,102-23
We believe that transparency and disclosure are critical to earning and retaining the trust of our stakeholders. We disclose information through a variety of ways, including our financial disclosures, the publication of our annual Health for Humanity Report (formerly named Citizenship & Sustainability Report), and participation in voluntary efforts such as the CDP (formerly the Carbon Disclosure Project), among others. Learn more about our disclosures to health care providers in the United States and those for our Janssen pharmaceutical business in Europe, Middle, East and Africa. Additional details on our disclosures related to political contributions and public policy engagements can be found here.
Shareholders, employees and others may contact the Board or any of our Directors (including the Lead Independent Director) by writing to them c/o Johnson & Johnson, One Johnson & Johnson Plaza, Room WH 2136, New Brunswick, NJ 08933, or via email at LeadDirector@its.jnj.com, or by using the online submission form on our Corporate Governance website. General comments to the Company (including complaints or questions about a product) should be sent via the Contact Us form on our website. GRI 102-21,102-33,102-34
Johnson & Johnson holds its annual meeting of shareholders each year on the fourth Thursday of April. A notice of the annual meeting and Proxy Statement are mailed or delivered electronically to shareholders in mid-March. The Proxy Statement and the Company’s Annual Report are available on the Company’s Investor Relations website.
Advance notice is required of shareholder proposals, proxy access director nominees and other items of business. Under the terms of the Company’s By-Laws, a shareholder who intends to present an item of business (other than a proposal submitted or a Director candidate nominated for inclusion in the Company’s Proxy materials) must provide written notice of such business to the Company. This advance notice and associated deadlines are outlined in the Company’s Proxy Statement.
Topics related to economic, environmental and social performance that were raised through the 2016 reporting period included a shareholder proposal seeking a policy for an independent Board Chairman. This proposal and the Board’s statement in opposition are presented in Item 6 of the Company’s Notice of Annual Meeting and Proxy Statement of March 15, 2017, available online. The majority of votes cast by shareholders were against the adoption of this proposal, as announced at the Company’s Annual Meeting on April 27, 2017, and reported in our subsequent Form-8K filing. GRI 102-21