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      Our governance

      Since 1886, Johnson & Johnson has been privileged to play a role in helping millions of people around the world live better, healthier lives. Our Family of Companies is connected by Our Credo, which sets forth our core values and business philosophy. It is the moral compass that guides our responsibilities as a citizen of the world.

      Our Credo has been the moral compass for our business since 1943. It guides the decisions we make, the emphasis we place on our stakeholders, and the way we conduct business.

      We understand that core values or a business philosophy cannot be mandated. But through the formal policies and practices a company adopts to govern its business conduct, its values and principles can be upheld. The principles in Our Credo reflect the character, ethics and values that define us as a company and lay the foundation for the expectations we have for our directors, management and employees in operating a responsible company.

      In addition to the Principles of Corporate Governance, Johnson & Johnson ensures compliance through numerous policies, guidelines and standards, such as our Code of Business Conduct, which all of our operating companies and employees are expected to follow. We recognize the relationship between good governance and sound financial performance. The economic value generated through a well-managed and governed enterprise not only benefits stockowners, it also benefits local communities through the jobs created and through the contributions made to the social infrastructure needed to sustain community health.

      Our Board of Directors is a diverse group of individuals who are elected by our shareholders each year. Both the Chairman and Lead Director are appointed annually by the independent members of the Board.

      The fundamental responsibility of the directors is to exercise their business judgment on matters of critical and long-term significance to the company in furtherance of what they reasonably believe to be in the best interest of the company, and therefore its shareholders. Director qualifications, including Standards of Independence and General Criteria for Nomination to the Board, are laid out in our Principles of Corporate Governance. Additional guidelines are outlined in our Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers.

      We believe good corporate governance results from sound processes that ensure our directors are well supported by accurate and timely information, sufficient time and resources and unrestricted access to management. Additionally, we believe the business judgment of the Board must be exercised independently and in the long-term interests of our shareholders. Among other things, the Board of Directors:

      • Elects senior management of the company, who are responsible for the day-to-day conduct of the company’s business and operations;
      • Oversees and monitors the performance of the senior management team and offers strategic direction to the company; and
      • Forms standing Board Committees to assist in fulfilling its obligations.

      The Board of Directors has six standing committees: the Audit Committee; the Compensation & Benefits Committee; the Nominating & Corporate Governance Committee; the Finance Committee; the Regulatory Compliance & Sustainability Committee; and the Science & Technology Committee. These committees advise and, as appropriate, make recommendations to the Board on issues for which it is responsible. More information about our Board committees, including current members and committee charters, is available at http://www.investor.jnj.com/gov/committee.cfm

      The Science & Technology Committee, composed of independent directors, is the primary committee responsible for policies, programs and practices on environment, health, safety and sustainability. Responsibilities of the Regulatory Compliance & Sustainability Committee, also composed of independent directors, include implementation and effectiveness of the company’s health care compliance and ethics and quality and compliance programs; oversight of the company’s Code of Business Conduct and Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers; and review of the company’s governmental affairs policies and priorities and other public policy issues facing the company, including the policies, practices and priorities for the company’s political expenditure and lobbying activities.

      The Executive Committee of Johnson & Johnson is the principal management group responsible for the strategic operations and allocation of the resources of the company. This committee oversees and coordinates the activities of the Pharmaceutical and MedTech business segments. Each subsidiary within the business segments is, with some exceptions, managed by citizens of the country in which it is located. Our governance structure also includes Corporate Internal Audit; an independent auditor, PricewaterhouseCoopers, LLP; the Audit Committee of our Board of Directors; and regular review of business results by our Executive Committee.

      To learn more: http://www.investor.jnj.com/gov.cfm
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