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Corporate governance

  • GRI
  • 2-9

    Governance structure and composition

Effective governance is the foundation of our ESG strategy, and the Company’s oversight of ESG-related matters starts with the Board. Significant potential ESG risks–including compliance, certain environmental matters, cybersecurity and human capital management–are reviewed and evaluated by the Board and its committees as part of their overall risk oversight of our Company.

Beyond the Board, our governance structure, policies and processes are designed to serve the needs of our business, our shareholders and other stakeholders while promoting a culture of accountability. For more information, please see our Position on Corporate Governance and the Corporate Governance overview, which address our approach to corporate governance and provides our Board committee charters and U.S. Securities and Exchange Commission (SEC) filings.

J&J colleagues working together at the office (photo)
J&J colleagues working together at the office

Developments related to our governance approach and structure in 2023 include:

  • The Special Committee, formed by the Board in 2021 to oversee the separation of the Company’s Consumer Health business, was disbanded following the successful separation of J&J’s Consumer Health business.
  • The Board partnered with management to evolve our Enterprise Risk Management (ERM) Framework and its related processes and procedures. The refreshed ERM Framework helps identify potential events that may affect the Company and provides a coordinated, integrated, and aggregated process for managing risks across the Company.
  • In coordination with the ERM Framework effort, we updated our governance of risk by launching the Enterprise Compliance & Risk Committee (ECRC). The ECRC supports both the functions devoted to risk and the business sectors by enhancing awareness of current and emerging risks and facilitating action planning across the Company. The ECRC is chaired by our Chief Technical Operations & Risk Officer and includes representatives from across our business sectors and enterprise risk functions.
  • J&J’s Lead Director is appointed by the independent Directors on an annual basis and provides strong independent leadership of the Board. In April 2024, the Board of Directors appointed Marillyn Hewson to succeed Anne Mulcahy as Lead Director.

Our Board of Directors as of April 2024

92 %


46 %


31 %

ethnically/racially diverse

Elizabeth Forminard, Executive Vice President, Chief Legal Officer, Johnson & Johnson (photo)

As we enter a new era of J&J, we have taken care to maintain our solid foundation of corporate governance that is supported by our values-driven culture and uncompromising focus on patients. It’s only by doing the right things in the right way that we give our Company the best opportunities for ongoing success—for the benefit of patients everywhere.”

Elizabeth Forminard, Executive Vice President, Chief Legal Officer, Johnson & Johnson