High standards of governance are essential to sustaining the trust of investors and other stakeholders, and to managing our business for the long-term. Our Board of Directors oversees our business to ensure that our strategy is in line with Our Credo values, enabling us to make a positive contribution to society while maintaining a thriving business. Our governance structure, policies and processes are designed to serve the needs of our business, our shareholders and the other stakeholders defined in Our Credo, and to promote a culture of accountability across Johnson & Johnson.
We believe in transparency at every level. That includes our most senior leadership and Board of Directors. Interested parties can contact our Board of Directors at any time by sending communications to Johnson & Johnson, Office of the Corporate Secretary, One Johnson & Johnson Plaza, New Brunswick, NJ 08933, or via email to 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 Worldwide Corporate Governance e-mail address at WW-Corporate_Governance@its.jnj.com.
For more information about our governance structures and Board Charters, please see our 2019 Proxy Statement.
Enterprise Risk Framework
Our Enterprise Risk Management (ERM) Framework assists the Board and management teams in identifying potential business risks. In late 2018, we began working on an update of the Johnson & Johnson ERM Framework to align with the Committee of Sponsoring Organizations of the Treadway Commission’s 2017 ERM framework update, which highlights the importance of considering risk both in the strategy-setting process and in driving performance. We plan to publish the updated ERM in 2019.
For more information, please see our Enterprise Risk Management Framework.
In 2018, our CEO, together with 19 other CEOs of leading public companies, pension funds and investment firms, signed the Commonsense Corporate Governance Principles 2.0 (“Commonsense Principles 2.0”), committing to using these standards to inform the corporate governance practices within their own organizations. The Commonsense Principles 2.0 aspire to promote a constructive dialogue on good corporate governance to benefit the millions of Americans who work for and invest in America’s public companies, create economic growth, and sustain the health of America’s corporations and markets. They are an updated version of the Commonsense Principles successfully launched in 2016 to build momentum around the corporate governance conversation.
Corporate Governance Indicators
|Number of directors on the Board||11||10|
|Number of independent directors on the Board||10||9|
|Percentage of independent directors on the Board||91%||90%|
|Lead independent director||Yes||Yes|
|Independent Audit Committee||Yes||Yes|
|Independent Compensation & Benefits Committee||Yes||Yes|
|Independent Nominating & Corporate Governance Committee||Yes||Yes|
|Regulatory Compliance Committee||Yes||Yes|
|Independent Science, Technology & Sustainability Committee||Yes||Yes|
|Number of regular and special meetings held by the Board of Directors||9||9|