OUR CITIZENSHIP

At Johnson & Johnson, we strive to be exemplary corporate citizens, working with others to address important social issues. We aim to make the world a better and healthier place through everything we do—the products we discover and develop, the positions we take on public policy issues, our care for the environment, the way we run our business every day, and the programs and alliances we build and join. Our approach to corporate citizenship defines who we are and how we aspire to act in the world.

Our primary focus is on making life-changing, long-term differences in human health by targeting the world’s major health-related issues. We work to fulfill this and other philanthropic efforts through community-based partnerships. In 2009, Johnson & Johnson contributed $588.1 million in cash and products toward 650 philanthropic programs in more than 50 countries.

Johnson & Johnson has had environmental goals in place for more than 15 years, setting new long-term goals every five years. We have significantly reduced the environmental impacts of our operations and our products (See Environmental Performance, Data Summary, and Healthy Planet 2010).

GOVERNANCE

Our employees, officers and directors are committed to the ethical principles embodied in Our Credo and to its supporting policies, guidelines and standards.

Our Policy on Business Conduct sets expectations that all employees will comply with all laws and regulations governing our company’s behavior, including those in the areas of employment, environment, relationships with health care practitioners, financial reporting and political contributions. Senior managers attest to adherence annually, including the chief executive officer, chief financial officer and controller. The Policy on Business Conduct meets the requirements of the Securities and Exchange Commission rules promulgated under Section 406 of the Sarbanes-Oxley Act of 2002.

Principles of Corporate Governance, adopted in 2006, applies to directors and senior management, whose ethical character, integrity and values are considered the most important safeguard of corporate governance. These principles lay out, among other things, the processes in place to ensure that conflicts of interest are avoided; accurate and timely information is available; and sufficient time, resources and unrestricted access to management are provided in a way that ensures the business judgment of the Board is exercised independently and in the long-term interests of our shareholders.

In addition, the Company has adopted a Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers. Beyond these broad policies, the Company implements and ensures compliance with numerous other voluntary policies and applicable laws and regulations related to social, environmental and economic performance.

MANAGEMENT STRUCTURE

William C. Weldon is chairman of the Board of Directors and chief executive officer, Johnson & Johnson. Qualifications for the Board of Directors are laid out in our Principles for Corporate Governance, available on our website. Members of our Board of Directors, elected by our shareholders each year, meet a set of general criteria for membership.

We currently have 11 Board members, 10 of whom are “independent” under the rules of the New York Stock Exchange. Our Board holds the ultimate authority of our Company, except to the extent those shareholders are granted certain powers under the Company’s Certificate of Incorporation and By-Laws. The Board appoints senior management responsible for conducting business and operations, provides oversight of management and forms standing Board committees to assist in fulfilling its obligations. A complete list of our Board of Directors is available on our website at www.investor.jnj.com/governance/committee.cfm.