We believe that good corporate governance results from sound processes that ensure that our Board of Directors is well supported by accurate and timely information, sufficient time and resources, and unrestricted access to management. The business judgment of the Board must be exercised independently and in the long-term interests of our shareholders and stakeholders.
We also believe that ethics and integrity cannot be legislated or mandated only by directive or policy. So, while we adopt our Principles of Corporate Governance, we reaffirm our belief that the ethical character, integrity and values of our Directors and senior management remain the most important safeguards of corporate governance at Johnson & Johnson.
The Board understands that concern for environmental, social and governance matters is critical to achieve the Company’s goal of tackling pressing global health challenges through innovative products and solutions for patients and customers around the world, now and in the future. The Company’s long-term success depends on effectively serving all Credo stakeholders, and that is why we work closely with management to continually improve its approach to assessing, managing and overseeing ESG risks and opportunities, and to ensure that the Company is meeting its commitment to sustainable and responsible growth.
The 2019 statement supersedes previous statements and outlines a modern standard for corporate responsibility. This is not new for Johnson & Johnson: Our Credo, established in 1943, and including subsequent updates, already established our commitment to patients, customers, employees, communities and the environment, as well as to stockholders in our Company.
This new statement better reflects the way corporations can and should operate today. It affirms the essential role corporations can play in improving our society when CEOs are truly committed to meeting the needs of all stakeholders.
Our Board of Directors oversees our business in alignment 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 stakeholders, and to promote a culture of accountability across the Company. 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 the corporate governance practices within Johnson & Johnson. 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 a full suite of information and resources relating to corporate governance on our Johnson & Johnson corporate website, including our Principles of Corporate Governance, governance structures, Board Charters and all SEC filings. See also our Position on Corporate Governance.
Updates relating to corporate governance from 2019 include:
Board engagement: Our Board of Directors believes that long-term leadership in healthcare requires strong governance and steadfast oversight of the Company’s most significant opportunities and risks. Our Board is deeply engaged in overseeing our quality and compliance practices to ensure that they are designed to produce safe, high-quality products. Our Board also believes that current and future success depends on strong, ethical leadership that reflects Our Credo values. The Board focused on the Company’s approach to talent development, succession planning and diversity and inclusion, and reviewed the results of our biennial Our Voice Employee Survey to ensure that the Company is fostering a culture of inclusion and compliance.
Enterprise Risk Framework: Our Enterprise Risk Management (ERM) Framework assists the Board and management teams in identifying potential business risks. In 2019, we updated 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. Our updated Enterprise Risk Management Framework is now available on our website.
Effectively informing stakeholders: In the spirit of good governance and transparency, we believe it is important to inform our stakeholders of our approach on key topics involving sustainability and citizenship, and, at the same time, make this information accessible. In 2019, we embarked upon a comprehensive review of all our policies and positions relating to sustainability and citizenship and key topics in advancing healthcare. This project, involving experts and senior executives from almost every function across our business, resulted in our new ESG Policies & Positions section on JNJ.com, which enables stakeholders to easily search for our approach to key topics of interest, and also locate clusters of related topics. In 2019, we extended our efforts to better inform shareholders with expanded disclosure on Board oversight of strategy and risk, and narrative on the oversight of human capital management in our Proxy Statement.
Corporate Governance Indicators
|Number of Directors on the Board||14||11||10|
|Number of independent Directors on the Board||13||10||9|
|Percentage of independent Directors on the Board||93%||91%||90%|
|Lead independent Director||Yes||Yes||Yes|
|Independent Audit Committee||Yes||Yes||Yes|
|Independent Compensation & Benefits Committee||Yes||Yes||Yes|
|Independent Nominating & Corporate Governance Committee||Yes||Yes||Yes|
|Independent Regulatory Compliance Committee*||Yes||Yes||Yes|
|Independent Science, Technology & Sustainability Committee||Yes||Yes||Yes|
|Number of regular and special meetings held by the Board of Directors||9||9||9|