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 a full suite of 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 filings. See also our Position on Corporate Governance.
Environmental, Social and Governance (ESG) 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 being advanced by the Enterprise Governance Council, and our overall sustainability efforts. Other Committees of the Board oversee specific ESG risks and opportunities. For further information, see the section on Sustainability Governance. 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 disclosure plays an essential role in presenting to our shareholders and all stakeholders how Johnson & Johnson operates as a responsible and accountable corporate citizen. It is important to have a strong financial balance sheet and to disclose it in financial statements, but we are also committed to demonstrating how we are living Our Purpose. The Board of Johnson & Johnson supports sound ESG practices, and we believe that continued transparency on these matters is critical to building trust with our stakeholders and those we serve.
We aim for a diverse membership of our Board of Directors in order to benefit from different backgrounds, expertise and perspectives, and to serve the Board in understanding and addressing the needs of our global patient and consumer base.
Our Board of Directors in 2020
In 2020, we introduced initiatives to strengthen our corporate governance:
- Our Policy on Outside Board Memberships was updated to reflect Johnson & Johnson’s current operations and the complexities applicable to our businesses. The new policy clarifies the definition of Board memberships and the approvals required for senior leaders in the Company to accept external Board positions and under which conditions.
- In order to further align the long-term financial interests of Johnson & Johnson executive officers with those of shareholders, the Board increased the number of shares executive officers must own. The Company ownership guidelines now require our CEO to own a number of shares equal to 12 times his base salary and each of our other executive officers to own sufficient shares to equal six times their base salaries.
- At our 2020 Annual Meeting of Shareholders, the Board recommended, and shareholders approved, an amendment to Johnson & Johnson’s Restated Certificate of Incorporation to allow directors to be removed without cause. This initiative reflected the Board’s recognition of the emerging practice to permit removal of directors without cause by shareholders as a measure to increase the accountability of the Company’s directors to shareholders.
- In response to a shareholder proposal presented at our 2020 Annual Meeting of Shareholders, as well as to valuable shareholder feedback requesting updates regarding key corporate governance developments, the Board prepared and published a report on the governance measures implemented to monitor and manage financial and reputational risks, specifically opioids-related risks. The report can be viewed here.
Corporate Governance Indicators
Corporate Governance Indicators
|Number of Directors on the Board||14||14||11|
|Number of independent Directors on the Board||13||13||10|
|Percentage of independent Directors on the Board||93%||93%||91%|
|Independent Lead Director||Yes||Yes||Yes|
|Independent Audit Committee||Yes||Yes||Yes|
|Independent Compensation & Benefits Committee||Yes||Yes||Yes|
Independent Nominating &
Corporate Governance Committee
|Independent Regulatory Compliance Committee||Yes||Yes||Yes|
Technology & Sustainability Committee
|Number of regular and special meetings held by the Board of Directors||10||9||9|