Corporate Governance Overview

Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will continue to set the tone of integrity for the entire company. All of us at Johnson & Johnson, the employees, officers and directors, are committed to the ethical principles embodied in Our Credo.

Our Credo values extend to our corporate governance. In fact, over seventy years ago, General Johnson recognized our responsibility to four groups of stakeholders -- our customers, our employees, our communities and our shareholders. We believe that good corporate governance results from sound processes that ensure that our directors are 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.

Our Credo values extend to our accounting and financial reporting responsibilities. Our management is responsible for timely, accurate, reliable and objective financial statements and related information. As such:

  • We maintain a well-designed system of internal accounting controls.
  • We encourage strong and effective corporate governance from our Board of Directors.
  • We continuously review our business results and strategic choices.
  • We focus on financial stewardship.

Accounting Controls

Our professionally trained internal auditors travel worldwide to monitor our system of internal accounting controls. This system is designed to provide reasonable assurance that assets are safeguarded and that transactions and events are recorded properly. Our internal controls include self-assessments and internal and external audit reviews of our operating companies, which concludes with our "Management's Report on Internal Control over Financial Reporting," printed in our Annual Report.

Independent Auditor

PricewaterhouseCoopers LLP, an independent registered public accounting firm, performs an integrated audit of our consolidated financial statements and internal control over financial reporting. Their opinions, as stated in the "Report of Independent Registered Public Accounting Firm" are based on their audits and are printed in our Annual Report.

Audit Committee of our Board of Directors

The Audit Committee is composed solely of independent directors with the financial knowledge and experience to provide appropriate oversight. They meet regularly to review internal control matters as well as key accounting and financial reporting issues. The Audit Committee also meets regularly in private sessions with the independent auditors, the Chief Financial Officer, the General Counsel and the Vice President, Internal Audit to discuss the results of their work, including:

  • Observations on the adequacy of internal financial controls,
  • Quality of financial reporting,
  • Confirmation that they are properly discharging their responsibilities.

Business Results

Our Executive Committee reviews financial results and develops strategies and initiatives for long-term growth. The Committee's intent is to ensure objectivity in our business assessments, constructively challenge the approach to business opportunities and issues, and monitor our business results and related controls.