Corporate Governance

Our Board of Directors oversees our Company in accordance with Our Credo values, enabling us to put the patients we serve first and create value for society while maintaining a thriving business.

Our governance structure, policies and processes are designed to serve the needs of our business, our shareholders and other stakeholders and to promote a culture of accountability across the Enterprise. For details of our corporate governance principles and approach, our Enterprise Risk Management (ERM) Framework, governance structures, Board Charters, organizational documents and all SEC filings, please see our Position on Corporate Governance and the Corporate Governance section on Johnson & Johnson’s website.

The Board of Directors is responsible for overseeing execution of risk management duties and for assessing Johnson & Johnson’s approach to risk management. The Board reviews and discusses strategic, operational, financial and reporting risks, as well as non-financial, or ESG, risks, including compliance, environmental, social (e.g., human capital management) and cybersecurity risks, leveraging the ERM Framework. For more information, see section: ESG Governance).

Changes to our governance structure in 2022 included:

• We announced the appointment of Joaquin Duato as the 10th Chairman of the Johnson & Johnson Board of Directors, in addition to his role as Chief Executive Officer, effective January 2023. We also announced that Alex Gorsky would be stepping down from his role as Executive Chairman.
• During the annual review of how the Board evaluates and mitigates risk, we concluded that our Regulatory Compliance & Sustainability Committee was best positioned to oversee certain ESG matters alongside other complementary compliance matters. In turn, the Science & Technology Committee now oversees medical safety and devotes even greater attention to the Company’s product pipeline and evaluation of innovative technologies. This restructuring helps ensure that our governance structure reflects the most important issues and opportunities facing Johnson & Johnson.
• The collaboration between the Compensation & Benefits Committee and the Audit Committee of the Board was formalized to ensure that incentives and compensation are appropriately aligned with financial performance and Our Credo.