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Corporate Governance

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ESG Policies & Positions

Our Board of Directors oversees our Company in alignment 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. Our Board of Directors remains accessible to all stakeholders and can be contacted via several channels.

We are a signatory to the Commonsense Corporate Governance Principles 2.0 and are committed to using these standards to inform Johnson & Johnson’s corporate governance practices. The Commonsense Principles 2.0 aspire to promote a constructive dialogue on good corporate governance for the benefit of millions of Americans who work for and invest in America’s public companies. We maintain information and resources relating to corporate governance on our corporate website, including our Principles of Corporate Governance, governance structures, Board Charters, organizational documents and all SEC SEC U.S. Securities and Exchange Commission filings.

Our Enterprise Risk Management Framework provides a systematic process for our management teams and employees to identify, assess and manage business risks, and for our Board to oversee risk management.

ESG ESG Environmental, social and governance matters are regular topics on the agenda of our Board of Directors. The Science, Technology & Sustainability Committee reviews annual progress against our Health for Humanity strategy and goals, initiatives advanced by the Enterprise Governance Council, the governance body for ESG, and our overall sustainability efforts. Other Committees of the Board oversee specific ESG risks and opportunities (see section: Sustainability Governance).

We aim for a diverse membership of our Board of Directors in order to benefit from different backgrounds, expertise and perspectives in addressing the needs of our global patient and consumer base.

Our Board of Directors in 2021 (end of year)

93%
independent
35.7%
women
21.4%
ethnically/racially diverse
Robust corporate governance is the key to long-term value creation for all stakeholders. Corporations in today’s world must not only do the right thing, they must also have the full engagement of directors and company leadership in fostering a compliant, ethical, accountable and transparent culture and practice.
Michael Ullmann
Executive Vice President, General Counsel, Johnson & Johnson

Following our announcement in 2021 of a significant change to our corporate governance, Alex Gorsky, Johnson & Johnson’s Chairman and Chief Executive Officer since 2012, assumed the role of Executive Chairman of Johnson & Johnson, effective January 3, 2022. At the same time, Joaquin Duato, Vice Chairman of the Company’s Executive Committee, assumed the role of Chief Executive Officer, with members of the Executive Committee reporting to him. Joaquin Duato was also appointed as a member of Johnson & Johnson’s Board of Directors, effective January 3, 2022.

Additionally, following the appointment of Joaquin Duato, and the planned retirement of two Executive Committee members (Michael Sneed and Dr. Paul Stoffels), we announced four new Executive Committee appointments, effective January 3, 2022:

  • Vanessa Broadhurst, Company Group Chairman, Global Commercial Strategy Organization, was appointed Executive Vice President, Global Corporate Affairs.
  • William N. Hait, M.D., Ph.D., Global Head of Johnson & Johnson External Innovation, was appointed Executive Vice President, Chief External Innovation, Medical Safety and Global Public Health Officer.
  • Mathai Mammen, M.D., Ph.D., Global Head of R&D at the Janssen Pharmaceutical Companies of Johnson & Johnson, was appointed Executive Vice President, Pharmaceuticals, R&D.
  • James (Jim) Swanson, Chief Information Officer, was appointed Executive Vice President, Enterprise Chief Information Officer.
Our Board of Directors has engaged in thoughtful long-term succession planning, and the transitioning of the Chief Executive Officer role demonstrates the strength of that process as well as our depth of talent at the executive management level to drive the Company’s continued growth and success.
Anne M. Mulcahy
Lead Director, Johnson & Johnson Board of Directors

In 2021, Johnson & Johnson’s Board of Directors regularly engaged with management to further formalize our ESG strategy and participated in our 2022 PTA PTA Priority Topics Assessment . The Board also conducted a comprehensive review of its charter and agendas in 2021, as well as the charter and agendas of each Committee, to ensure that the Board or a Committee was responsible for each of the significant ESG topics identified in our latest PTA.

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