jagruti acharya

8/2/2019 JAGRUTI ACHARYA

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JAGRUTI ACHARYA

M3-D-01



Our Company

Caring for the world, one person at a time... ins pir es and unites the people of

Johnson & Johnson. We embr ace r esear ch and science - bringing innovative ideas,

pr oducts and ser vices to advance the health and well-being of people. Employees

of the Johnson & Johnson Family of Companies work with par tners in health car eto touch the lives of over a billion people ever y day, thr oughout the world.

Our Family of Companies comprises:

y The world¶s sixth-lar gest consumer health company

y The world¶s lar gest and most diverse medical devices and diagnostics company

y The world¶s f ifth-lar gest biologics company

y And the world¶s eighth-lar gest phar maceuticals company

We have mor e than 250 oper ating companies in 60 countries employing

appr oximately 118,000 people. Our worldwide headquar ters is in New Brunswick, New Jersey, USA.

Company Over view

Johnson & Johnson's commitment to innovative health car e pr oducts has r esulted

in consistent f inancial per for mance. The Company has 27 consecutive years of

adjusted ear nings incr eases and 49 consecutive years of dividend incr eases.

Johnson & Johnson, thr ough its family of companies, employs appr oximately

118,000 people worldwide and is engaged in the manufactur e and sale of a br oad

r ange of pr oducts in the health car e f ield in many countries of the world. Johnson& Johnson's primar y inter est, both historically and curr ently, has been in pr oducts

r elated to health and well-being. Johnson & Johnson was or ganized in the State of

New Jersey in 1886.

Johnson & Johnson is or ganized on the princi ples of decentr alized management.

The Executive Committee of Johnson & Johnson is the princi pal management

gr ou p r es ponsi ble for the str ategic oper ations and allocation of r esour ces of the

Johnson & Johnson family of companies. Johnson & Johnson's oper ating

companies ar e or ganized into thr ee business segments: Consumer, Phar maceutical and Medical Devices and Diagnostics. A Gr ou p O per ating Committee, composed

of managers who r epr esent k ey oper ations within the segment, as well as

management in s pecialized f unctional depar tments, oversees and coordinates the

activities of domestic and inter national companies r elated to each of the business

segments. However, in line with the princi ple of decentr alized management, senior

management gr ou ps at U.S. and inter national oper ating companies ar e each



r es ponsi ble for their own str ategic plans, as well as the day-to-day oper ations of

those companies, and each inter national company is, with some exceptions,

managed by citizens of the countr y wher e it is located.

Cor por ate Gover nance

The values embodied in Our Cr edo guide the actions of the people of the Johnson

& Johnson Family of Companies at all levels and in all par ts of the world. They

have done so for mor e than 60 years. These Cr edo values extend to our accounting

and f inancial r epor ting r es ponsi bilities. Our management is r es ponsi ble for timely,

accur ate, r eliable and ob jective f inancial statements and r elated infor mation. As

such:

y We maintain a well-designed system of inter nal accounting contr ols.

y We encour age str ong and effective cor por ate gover nance f r om our Board of

Dir ectors.

y We continuously r eview our business r esults and str ategic choices.

y We focus on f inancial stewardshi p.

Our Cr edo Values

Accounting Controls

Our pr ofessionally tr ained inter nal auditors tr avel worldwide to monitor our system

of inter nal accounting contr ols. This system is designed to pr ovide r easonableassur ance that assets ar e safeguarded and that tr ansactions and events ar e r ecorded

pr operly. Our inter nal contr ols include self-assessments and inter nal and exter nal

audit r eviews of our oper ating companies, which concludes with our

"Management's Repor t on Inter nal Contr ol over Financial Repor ting," printed in

our Annual Repor t.

Independent Auditor

Pricewater houseCoopers LLP, an independent r egister ed pu blic accounting f ir m,

per for ms an integr ated audit of our consolidated f inancial statements and inter nal

contr ol over f inancial r epor ting. Their opinions, as stated in the "Repor t of

Independent Register ed Pu blic Accounting Fir m" ar e based on their audits and ar e

printed in our Annual Repor t.



Audit Committee of our Board of Directors

The Audit Committee is composed solely of independent dir ectors with the

f inancial k nowledge and ex perience to pr ovide appr opriate oversight. They meet

r egularly to r eview inter nal contr ol matters as well as k ey accounting and f inancial

r epor ting issues. The Audit Committee also meets r egularly in private sessions

with the independent auditors, the Chief Financial Off icer, the Gener al Counsel

and the Vice Pr esident, Inter nal Audit to discuss the r esults of their work,

including:

y O bser vations on the adequacy of inter nal f inancial contr ols,

y Quality of f inancial r epor ting,

y Conf ir mation that they ar e pr operly dischar ging their r es ponsi bilities.

Business Results

Our Executive Committee r eviews f inancial r esults and develops str ategies and initiatives for long-ter m gr owth. The Committee's intent is to ensur e ob jectivity in

our business assessments, constructively challenge the appr oach to business

oppor tunities and issues, and monitor our business r esults and r elated contr ols.

Board of Dir ectors

Our Board of Dir ectors is a gr ou p of people who meet a set of Gener al Criteria for

membershi p and ar e elected to the Board by our shar eholders each year . We

curr ently have 12 Board members, 11 of whom ar e "independent" under the rules

of the New York Stock Exchange.

Our Board holds the ultimate authority of our Company, except to the extent thoseshar eholders ar e gr anted cer tain powers under the Company's Cer tif icate of

Incor por ation and By-Laws.

The Board:

y Appoints senior management of the Company, who ar e r es ponsi ble for conducting

business and oper ations,

y Pr ovides oversight of management, and

y For ms standing Board Committees to assist in f ulf illing its obligations.

Our Management Team meets thr oughout each year with our Board members to

discuss str ategic dir ection and ma jor developments of the Company's various

businesses.



Committees of the Board of Dir ectors

Ther e ar e six standing committees of the Johnson & Johnson Board of Dir ectors:

y Audit Committee,

y Compensation & Benef its Committee, y Nominating & Cor por ate Gover nance Committee,

y Finance Committee,

y Pu blic Policy Advisor y Committee, and

y Science & Technology Advisor y Committee

Audit Committee: composed of non-employee Dir ectors, deter mined to be

"independent" under the listing standards of the New York Stock Exchange:

y Hel ps the Board oversee the Company's accounting and r epor ting pr actices.

y Recommends independent pu blic auditor for appointment by the Board and r eviews

its per for mance.

y Monitors adequacy of inter nal accounting pr actices, pr ocedur es and contr ols.

y Reviews the Company's f inancial r epor ting pr ocess and disclosur e pr ocedur es.

y Hel ps the Board oversee the Company's legal compliance pr ogr ams.

Compensation & Benefits Committee: composed of non-employee Dir ectors,

deter mined to be "independent" under the listing standards of the New York Stock

Exchange:

y Establishes the Company's executive compensation philosophy and princi ples and

appr oves the annual compensation and long-ter m incentives for the Company's

dir ectors and executive off icers.

y Reviews the philosophy and policies of the non-Board Management Compensation

Committee with r es pect to management compensation, perquisites and other

compensation policies for non-executive employees.

y Oversees the management of the various r etir ement, pension, long-ter m incentive,

savings, and health and welfar e plans that cover the Company's employees.

Finance Committee: composed of the Chair man and Pr esiding Dir ector of theBoard, exer cises the authority of the Board during the inter vals between Board

meetings.

Nominating & Corporate Governance Committee: composed of non-employee

Dir ectors, deter mined to be "independent" under the listing standards of the New

York Stock Exchange:



y Oversees cor por ate gover nance matters.

y Reviews possi ble candidates for Board membershi p and r ecommends nominees for

election.

y Oversees the pr ocess for per for mance evaluations of the Board and its committees.

y Reviews the Company's executive succession plans and executive r esour ces.

Public Policy Advisory Committee: composed of independent Dir ectors and one

of the Company's Vice Chair men, Executive Committee, and the Vice Pr esidents

for Cor por ate Affairs, Gover nment Affairs and Policy and Johnson & Johnson

Su pply Chain.

y Reviews the Company's policies, pr ogr ams and pr actices on pu blic health issues

r egarding the envir onment and the health and safety of employees.

y Reviews the Company's gover nmental affairs and policies and other pu blic policy

issues facing the Company.y Advises and mak es r ecommendations to the Board on these issues as appr opriate.

Science & Technology Advisory Committee: composed of Board members and

the Company's Vice Pr esident, Science and Technology

y Hel ps the Board with scientif ic matters impacting the Company's business, including

monitoring the str ategy and effectiveness of the Company's r esear ch and

development or ganization.

y Reviews the effectiveness of scientif ic as pects of the Company's pr oduct safety

pr ocesses.y Oversees ma jor business development activities r elated to the acquisition of new

science or technology.

y Identif ies and understands signif icant new science and technology policy issues and

tr ends.

Princi ples of Cor por ate Gover nance

Johnson & Johnson is gover ned by the values set for th in Our Cr edo, cr eated byGener al Rober t Wood Johnson in 1943. These values have guided us for many

years and will continue to set the tone of integrity for the entir e Company. All of us

at Johnson & Johnson, the employees, off icers and dir ectors, ar e committed to the

ethical princi ples embodied in Our Cr edo.

Our Cr edo values extend to our cor por ate gover nance. In fact, over sixty years ago,

Gener al Johnson r ecognized our r es ponsi bility to four gr ou ps of stak eholders -- our



customers, our employees, our communities and our shar eholders. These Princi ples

of Cor por ate Gover nance build on the foundation of our Cr edo.

We believe that good cor por ate gover nance r esults f r om sound pr ocesses that

ensur e that our dir ectors ar e well su ppor ted by accur ate and timely infor mation,

suff icient time and r esour ces and unr estricted access to management. The business

judgment of the Board must be exer cised independently and in the long-ter m

inter ests of our shar eholders.

We also believe that ethics and integrity cannot be legislated or mandated by

dir ective or policy. So while we adopt these Princi ples of Cor por ate Gover nance,

we r eaff ir m our belief that the ethical char acter, integrity and values of our

dir ectors and senior management r emain the most impor tant safeguards of

cor por ate gover nance at Johnson & Johnson.

1. Duties and Responsibilities of the Company and the Board of Directors

Responsibilities of the Board. All dir ectors ar e elected annually by the

shar eholders as their r epr esentatives in pr oviding oversight of the oper ation of theCompany. The dir ectors select, oversee and monitor the per for mance of the senior

management team, which is char ged with the day-to-day conduct of the Company's

business. The f undamental r es ponsi bility of the dir ectors is to exer cise their

business judgment on matters of critical and long-ter m signif icance to the

Company in f ur ther ance of what they r easonably believe to be in the best inter est

of the Company, and ther efor e its shar eholders.

Board Meetings. Dir ectors ar e ex pected to attend Board meetings and meetings of

the Committees on which they ser ve, to s pend the time needed and to meet as

f r equently as necessar y to pr operly dischar ge their r es ponsi bilities. Meetings

should include pr esentations by management and, when appr opriate, outside

advisors or consultants, as well as suff icient time for f ull and open discussion.

Written Materials. Written materials that ar e impor tant to the Board's

understanding of the agenda items to be discussed at a Board or Committee

meeting should be distri buted to the dir ectors suff iciently in advance of the

meeting to allow the dir ectors the oppor tunity to pr epar e. Dir ectors ar e ex pected to

r eview these materials thor oughly in advance of the meeting.

Agenda for Board Meetings. The Chair man of the Board will set the agenda for

Board meetings with the understanding that cer tain items necessar y for appr opriate

Board oversight will be br ought to the Board periodically for r eview, discussionand decision-making. The Pr esiding Dir ector will r eview the agenda for each

Board meeting in advance of the meeting and may r equest changes as he or she

deems appr opriate in order to ensur e that the inter ests and r equir ements of the non-

employee dir ectors ar e appr opriately addr essed. Any dir ector may r equest that an

item be included on any meeting agenda.



Executive Sessions of Non-Employee Directors. The non-employee dir ectors will

meet in r egular executive sessions without any members of management pr esent at

least four times each year . The Pr esiding Dir ector will chair these executive

sessions. In addition, the Chair man and Chief Executive Off icer will hold private

meetings with the non-employee dir ectors on a r egular basis.

Presiding Director. On an annual basis, the non-employee dir ectors will select a

non-employee member of the Board to ser ve as Pr esiding Dir ector . The Pr esiding

Dir ector will chair executive sessions of the Board when the non-employee

dir ectors meet without the Chair man and Chief Executive Off icer pr esent. The

Pr esiding Dir ector will per for m such other f unctions as the Board may dir ect,

including, acting as an inter mediar y between the non-employee dir ectors and

management when s pecial cir cumstances exist or communication out of the

ordinar y course is necessar y, par tici pating in the per for mance evaluation of the

Chief Executive Off icer and r eviewing the schedule of Board and Committee

meetings and the agendas for Board meetings.Conflicts of Interest. Ever y employee and dir ector has a duty to avoid business,

f inancial or other dir ect or indir ect inter ests or r elationshi ps which conf lict with the

inter ests of the Company or which may affect his or her loyalty to the Company.

Each dir ector must deal at ar m's length with the Company and should disclose to

the Chair man, a Vice Chair man or the Pr esiding Dir ector any conf lict or any

appear ance of a conf lict of inter est. Any activity which even appears to pr esent

such a conf lict must be avoided or ter minated, unless after appr opriate disclosur e

and discussion, it is deter mined that the activity is not har mf ul to the Company or

other wise impr oper .

Other Board Seats. A dir ector should engage in discussion with the Chair man

prior to accepting an invitation to ser ve on an additional pu blic company board. A

dir ector who ser ves as a chief executive off icer (or similar position) should not

ser ve on mor e than thr ee pu blic company boards (including the Johnson & Johnson

board and his or her own board). Other dir ectors should not ser ve on mor e than six

pu blic company boards (including the Johnson & Johnson board).

2. Director Qualifications

Independence. It is our goal that at least two-thirds of our dir ectors should be

"independent," not only as that ter m may be def ined legally or mandated by the

New York Stock Exchange, but also without the appear ance of any conf lict inser ving as a dir ector . To be consider ed independent under these Princi ples, the

Board must deter mine that a dir ector does not have any dir ect or indir ect material

r elationshi p with the Company (other than in his or her capacity as a dir ector ). We

have established guidelines to assist in deter mining whether a dir ector has a dir ect

or indir ect material r elationshi p. These guidelines ar e attached to these Princi ples

as Annex A.



General Criteria for Nomination to the Board. Attached to these Princi ples as

Annex B ar e the Gener al Criteria for Nomination to the Board which has been

adopted by the Nominating & Cor por ate Gover nance Committee. These Gener al

Criteria set the tr aits, abilities and ex perience that the Board looks for in

deter mining candidates for election to the Board. Among the criteria, the Board has

r eaff ir med the mandator y r etir ement age of 72 for dir ectors.

Term Limits. We do not believe that our dir ectors should be su b ject to ter m limits.

Due to the complexity of the businesses of the Company, we value the incr easing

insight which a dir ector is able to develop over a period of time. We believe that a

lengthy tenur e on our Board pr ovides an incr easing contri bution to the Board and

is ther efor e in the inter ests of our shar eholders. However, r enomination to the

Board is based on an assessment of each dir ector 's per for mance and contri bution

and is not automatic.

Stock Ownership. While each dir ector is awarded stock u pon his or her initial

election to the Board, r eceives an annual gr ant of r estricted shar es and is per mitted to defer all or any por tion of his or her dir ectors' fees into phantom stock units

(which ar e tied to the per for mance of the Common Stock of the Company and not

available for withdr awal until r etir ement f r om the Board), we believe that ther e

should not be other minimum r equir ements for stock ownershi p.

Resignation. Dir ectors should offer their r esignation in the event of any signif icant

change in their personal cir cumstances, including a change in their princi pal job

r es ponsi bilities.

3. Rights of the Board of Directors

As the elected r epr esentatives of the shar eholders, the dir ectors ar e entitled to

cer tain rights that enable them to f ulf ill their r es ponsi bilities mor e effectively,

including the following:

Access to Officers and Employees. Dir ectors have f ull and f r ee access to off icers

and employees of the Company. The dir ectors will use their judgment to ensur e

that any such contact is not disru ptive to the business oper ations of the Company

and will, to the extent not inappr opriate, infor m the Chief Executive Off icer of any

signif icant communication between a dir ector and an off icer or employee of the

Company.

Compensation. Non-Employee Dir ectors should be compensated for their time

dedicated to and other contri butions on behalf of the Company. The Compensation& Benef its Committee will annually r eview and appr ove or suggest changes to the

compensation of dir ectors. In f ulf illing this r es ponsi bility, the members of the

Compensation & Benef its Committee should tak e into consider ation the following

factors, among others: compensation should fairly pay dir ectors for the

r es ponsi bilities and duties under tak en in ser ving as a dir ector of a company of the

size and complexity of the Company; compensation should align the dir ectors'



inter ests with the long-ter m inter ests of shar eholders; and Non-Employee Dir ector

compensation should be tar geted to be consistent with the compensation

philosophy applicable to senior management of the Company. Fur ther mor e,

dir ector 's fees (which include all fees, stock awards, stock options and other

consider ation given to dir ectors in their capacity as dir ectors) ar e the only

compensation that members of the Audit Committee may r eceive f r om the

Company. Dir ectors who ar e employees of the Company should r eceive no

additional compensation for their ser vices as dir ectors.

Outside Advisors. The Board and each Committee has the authority to engage

independent legal, f inancial or other advisors as it may deem necessar y, without

consulting or obtaining the appr oval of any off icer of the Company in advance, but

each Committee will notify the Chair man and the Pr esiding Dir ector of any such

action. Management of the Company will cooper ate with any such engagement and

will ensur e that the Company pr ovides adequate f unding.

4. Rights of the Shareholders Our shar eholders ar e also entitled to cer tain rights, many of which ar e mandated by

the Securities and Exchange Commission, the New York Stock Exchange and

Feder al and state laws and r egulations. In addition to those rights, we r ecognize the

following rights of our shar eholders:

Management of the Company. Management of the Company must be ethical,

strive to u phold the highest standards of business pr actice and act in the long-ter m

inter ests of the Company and its shar eholders.

Annual Election of Directors. All dir ectors ar e elected annually by the

shar eholders. We do not have stagger ed ter ms or elect dir ectors for longer periods.

Any vacancies on the Board may be f illed or new dir ectors appointed by the Board

between Annual Meetings of the Shar eholders, but any such appointment will only

r emain in effect until the next Annual Meeting of the Shar eholders, when any such

appointee will be pr esented to the shar eholders for election.

Access to Management. Su b ject to r easonable constr aints of time and topics and

the rules of order, shar eholders ar e allowed to dir ect comments to or ask questions

of the Chair man and Chief Executive Off icer during the Annual Meeting of the

Shar eholders.

Communication with Directors. Shar eholders, employees and others may contact

any of our dir ectors (including our Pr esiding Dir ector ) by writing to them c/oJohnson & Johnson, One Johnson & Johnson Plaza, Room WH 2133, New

Brunswick, NJ 08933 USA. Employees, and others, who wish to contact the Board

(or any member of the Audit Committee) to r epor t any complaint or concer n with

r es pect to accounting, inter nal accounting contr ols, auditing matters or cor por ate

gover nance may do so anonymously by using that addr ess. Shar eholders,

employees and others may also contact any of the Non-Employee Dir ectors by



sending an e-mail toPDir ector [email protected]. Gener al comments to the

Company (including complaints or questions about a pr oduct) should be sent

tohttps://secur e-www. jn j.com/wps/wcm/ js p/contactUs. js p.

5. Election of Directors

The dir ectors ar e elected each year by the shar eholders at the Annual Meeting of

Shar eholders. The Board pr oposes a slate of nominees to the shar eholders for

election to the Board. The Board also deter mines the number of dir ectors on the

Board pr ovided that ther e ar e at least 9 and not mor e than 18 dir ectors. Any

vacancies on the Board may be f illed or new dir ectors appointed by the Board

between Annual Meetings of the Shar eholders, but any such appointment will only

r emain in effect until the next Annual Meeting, when any such appointee would be

pr esented to the shar eholders for election. Shar eholders may pr opose nominees for

consider ation by the Nominating & Cor por ate Gover nance Committee by

su bmitting the names and su ppor ting infor mation to: Off ice of the Cor por ate

Secr etar y, Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ08933.

6. Board Committees

Committee Structure. It is the gener al policy of the Company that all ma jor

decisions be consider ed by the Board as a whole. As a consequence, the committee

structur e of the Board is limited to those committees which pu blic companies ar e

r equir ed to establish and those committees which focus on ar eas of critical

impor tance to the Company, lik e science and technology, and utilize the s pecif ic

talents and ex per tise of cer tain members of the Board. Curr ently, the Board has the

following committees: Audit Committee, Compensation & Benef its Committee,

Nominating & Cor por ate Gover nance Committee, Pu blic Policy Advisor y

Committee, Science & Technology Advisor y Committee and Finance Committee.

The Board may, f r om time to time, eliminate committees or establish or maintain

additional committees, as it deems necessar y or appr opriate.

Committee Members. The members and chair men of these committees ar e

appointed annually by the Board, u pon r ecommendation of the Nominating &

Cor por ate Gover nance Committee. The Audit Committee, Compensation &

Benef its Committee and Nominating & Cor por ate Gover nance Committee ar e

comprised of independent dir ectors only.

Committee Meetings. The Chair man of each Committee, in consultation with theother Committee members and management, will develop the agendas for and

deter mine the f r equency and length of the Committee meetings. Each Committee

will meet in executive sessions f r om time to time, as r equir ed or as r equested by

any member ; pr ovided that the Audit Committee, Compensation & Benef its

Committee and Nominating & Cor por ate Gover nance Committee will each hold at

least two executive sessions each year without members of management pr esent.



Committee Charters. The Audit Committee, Compensation & Benef its

Committee and Nominating & Cor por ate Gover nance Committee will each have

its own char ter, which will be adopted, and may be amended, by the Board.

7. Annual Performance Evaluations

The Board and each Committee will conduct an annual self-evaluation. These self-

evaluations ar e intended to facilitate an examination and discussion by the entir e

Board and each Committee of its effectiveness as a gr ou p in f ulf illing its Char ter

r equir ements (if applicable) and other r es ponsi bilities, its per for mance as measur ed

against these Princi ples and ar eas for impr ovement. The Nominating & Cor por ate

Gover nance Committee will pr opose the for mat for each annual self-evaluation.

8. Director Orientation

The Company has a compr ehensive orientation pr ogr am for all new non-

management dir ectors. All new dir ectors r eceive extensive written materials and

meet in one-on-one sessions with members of senior management to discuss the

Company's business segments, str ategic plans, f inancial statements, signif icantf inancial, accounting and legal issues, compliance pr ogr ams and business conduct

policies. All dir ectors can r eceive periodic u pdates thr oughout their tenur e.

9. Senior Management Performance Evaluations and Succession Planning

Chairman/CEO Performance Evaluations. In consultation with all Non-

Employee Dir ectors, the Chair man of the Compensation & Benef its Committee, in

con junction with the Pr esiding Dir ector, will conduct an annual r eview of the

per for mance of the Chair man/Chief Executive Off icer . The Compensation &

Benef its Committee and the Pr esiding Dir ector will also pr ovide input to the

Chair man/CEO on the per for mance of any Vice Chair man and cer tain other

executive off icers.

Succession Planning. In light of the critical impor tance of executive leadershi p to

the success of the Company, the Board will also work with senior management to

ensur e that effective plans ar e in place for management succession. As par t of this

pr ocess, the Chair man/Chief Executive Off icer will r eview periodically the

succession plan for executive off icers and other critical positions with the

Nominating & Cor por ate Gover nance Committee, which has oversight of the

succession planning pr ocess for senior management. In addition, the

Chair man/Chief Executive Off icer will r epor t at least annually to the f ull Board on

succession planning. The Board will evaluate potential successors to theChair man/Chief Executive Off icer and any Vice Chair man, and cer tain other

senior management positions.

10. Stock Ownership Guidelines

To f ur ther align the inter ests of the Company's dir ectors and senior executives with

stock holders, the Board has established minimum stock ownershi p guidelines that

apply to all non-employee dir ectors and designated members of senior



management. Each non-employee dir ector is r equir ed to r etain the shar es issued

u pon the dir ector 's election to the Board and to own Company stock or stock units

equal in value to thr ee times his or her annual r etainer . The Chief Executive

Off icer is r equir ed to own stock or stock units equal in value to f ive times his or

her annual salar y, and each Executive Committee Member is r equir ed to own stock

or stock units equal to thr ee times his or her annual salar y. Other executives may

become su b ject to these guidelines as may be deter mined by the Board.

The Nominating and Cor por ate Gover nance Committee of the Board will develop

and r eview f r om time to time the Stock Ownershi p Guidelines to implement the

princi ples set for th above, and will r ecommend any pr oposed changes to those

Guidelines to the Board of Dir ectors for appr oval.

11. Periodic Review of These Principles

These Princi ples will be r eviewed annually by the Nominating & Cor por ate

Gover nance Committee and may be amended by the Board f r om time to time.

JJPCG\Februar y 2009

Johnson & Johnson Policy on Business Conduct

Responsibilities of Managers and Employees

All managers shall be r es ponsi ble for the enfor cement of and compliance with this

Policy on Business Conduct including necessar y distri bution to ensur e employee

k nowledge and compliance. The board of dir ectors or other gover ning body of

each aff iliate company shall for mally adopt this Policy as its own cor por ate policy binding on all dir ectors, off icers and employees of the company.

Appr opriate managers will periodically be r equir ed to cer tify compliance with this

Policy. Any false cer tif ication - even if dir ected by a su per visor - will be dealt with

sever ely.

All employees ar e r es ponsi ble for complying with this Policy. Any employee

having infor mation concer ning any pr ohi bited or unlawf ul act shall pr omptly

r epor t such matter to the Gener al Counsel or other member of the Law Depar tment

of Johnson & Johnson. While this is the pr eferr ed r epor ting pr ocedur e, employees

should also feel f r ee to r epor t to anyone in line management, including the

Executive Committee, Cor por ate Inter nal Audit, the Chief Financial Off icer, the

Tr easur er, the Contr oller or the Secr etar y of Johnson & Johnson.

It could also be appr opriate to contact the Audit Committee of the Board of

Dir ectors, thr ough its Chair man, or one of the other independent dir ectors on the

Board of Dir ectors of Johnson & Johnson.

Employees can write to any of these individuals anonymously at the Company's



Headquar ters, One Johnson & Johnson Plaza, New Brunswick, NJ 08933. In

addition, Johnson & Johnson companies thr oughout the world have telephone

compliance lines that allow employees to r epor t anonymously any complaints or

concer ns arising under the Policy on Business Conduct or other wise. Employees

can also call anonymously the Cor por ate Headquar ters telephone compliance line

at 888-384-0947.

Employees should be advised of this r epor ting obligation and encour aged to r epor t

any pr ohi bited or unlawf ul activities of which they ar e awar e. Ther e will be no

r eprisals for r epor ting such infor mation and employees should be so advised.

The Cor por ate Inter nal Audit Depar tment has audit pr ogr ams with pr ocedur es to

assist in monitoring compliance with this Policy. The outside auditors will also be

par ticularly aler t and sensitive to such compliance. All employees ar e ex pected to

pr ovide f ull assistance and disclosur e to both the inter nal and exter nal auditors in

connection with any r eview of compliance with this Policy.

Conflicts of Interest

Ever y employee has a duty to avoid business, f inancial or other dir ect or indir ect

inter ests or r elationshi ps which conf lict with the inter ests of the Company or which

divide his or her loyalty to the Company. Any activity which even appears to

pr esent such a conf lict must be avoided or ter minated unless, after disclosur e to the

appr opriate level of management, it is deter mined that the activity is not har mf ul to

the Company or other wise impr oper .

A conf lict or the appear ance of a conf lict of inter est may arise in many ways. For

example, depending on the cir cumstances, the following may constitute an

impr oper conf lict of inter est:

Ownershi p of or an inter est in a competitor or in a business with which the

Company has or is contemplating a r elationshi p (such as a su pplier, customer,

landlord, distri butor, licensee/ licensor, etc.) either dir ectly or indir ectly, such as

thr ough family members.

Pr of iting, or assisting others to pr of it, f r om conf idential infor mation or business

oppor tunities that ar e available because of employment by the Company.

Pr oviding ser vice to a competitor or a pr oposed or pr esent su pplier or customer as

an employee dir ector, off icer, par tner, agent or consultant. Soliciting or accepting

gifts, payments, loans, ser vices or any for m of compensation f r om su ppliers, customers, competitors or others seeking to do business with the Company. Social

amenities customarily associated with legitimate business r elationshi ps ar e

per missi ble. These include the usual for ms of enter tainment such as lunches or

dinners as well as occasional gifts of modest value. While it is diff icult to def ine

"& customar y," "modest," or "usual" by stating a s pecif ic dollar amount, common

sense should dictate what would be consider ed extr avagant or excessive. If a



disinter ested third par ty would be lik ely to infer that it affected your judgment,

then it is too much. All of our business dealings must be on ar m's-length ter ms and

f r ee of any favor able tr eatment r esulting f r om the personal inter est of our

employees. Loans to employees f r om f inancial institutions which do business with

the Company ar e per missi ble as long as the loans ar e made on pr evailing ter ms and

conditions.

Inf luencing or attempting to inf luence any business tr ansaction between the

Company and another entity in which an employee has a dir ect or indir ect f inancial

inter est or acts as a dir ector, off icer, employee, par tner, agent or consultant.

Buying or selling securities of any other company using non-pu blic infor mation

obtained in the per for mance of an employee's duties, or pr oviding such infor mation

so obtained to others.

Disclosur e is the k ey. Any employee who has a question about whether any

situation in which he or she is involved amounts to a conf lict of inter est or the

appear ance of one should disclose the per tinent details, pr efer ably in writing, to his or her su per visor . Each su per visor is r es ponsi ble for discussing the situation with

the employee and arriving at a decision after consultation with or notice to the

appr opriate higher level of management. Each Pr esident, Gener al Manager and

Managing Dir ector is r es ponsi ble for advising his or her Company Gr ou p

Chair man or Inter national Vice Pr esident, as the case may be, in writing, of all

disclosur es and decisions made under this Policy. The Law Depar tment in New

Brunswick should be consulted for advice as necessar y.

To summarize, each employee is obligated to disclose his or her own conf lict or

any appear ance of a conf lict of inter est. The end r esult of the pr ocess of disclosur e,

discussion and consultation may well be appr oval of cer tain r elationshi ps or

tr ansactions on the gr ound that, des pite appear ances, they ar e not har mf ul to the

Company. But all conf licts and appear ances of conf licts of inter est ar e pr ohi bited,

even if they do not har m the Company, unless they have gone thr ough this

pr ocess.

Compliance with Laws and Regulations

Our health car e business is su b ject to extensive gover nmental r egulation

thr oughout the world. The appr oval and sale of phar maceutical pr oducts and medical devices is par ticularly heavily r egulated, but many other as pects of our

business ar e also cover ed by statutes and r egulations.

Consistent with our Cr edo and business philosophy, it is the policy of Johnson &

Johnson to comply with the laws of each countr y in which our companies do

business. It is the r es ponsi bility of each company's management and employees to

be familiar with the laws and r egulations that r elate to their business



r es ponsi bilities and to comply with them.

The Law Depar tment of Johnson & Johnson conducts periodic pr ogr ams to hel p

our companies and employees understand and comply with applicable laws and

r egulations and ar e available to your company for this pur pose. Additionally, the

Law Depar tment is always available for consultation on the laws which r elate to

our businesses ar ound the world. However, it is the r es ponsi bility of each

company's management to ensur e compliance with applicable laws.

If an employee has any question whether a tr ansaction or course of conduct

complies with applicable statutes or r egulations, it is the r es ponsi bility of that

employee to obtain legal advice f r om the Law Depar tment and act in accordance

with that advice. It is the r es ponsi bility of each company's management to ensur e

that employees ar e awar e of their r es ponsi bilities in this r egard.

Set for th below ar e sever al ar eas of r egulated business activity that r equir e

par ticular attention.

Antitrust and Competition Laws

It is the policy of Johnson & Johnson to comply with the antitrust and competition

laws of each countr y in which our companies do business. No employee of the

Company shall engage in anti-competitive conduct in violation of any such

antitrust or competition law.

Environmental Laws and Regulations

Johnson & Johnson is committed to conducting its business in an envir onmentally

sound manner . In addition to carr ying out the cor por ate-wide pr ogr ams the

Company has initiated, management and employees ar e r equir ed to be familiar

with envir onmental laws and r egulations which r elate to their employment

r es ponsi bilities and to comply with them. This includes ensuring that r epor ts on

envir onmental matters f iled with gover nment agencies or r equir ed by law to be

pu blished ar e complete and accur ate.

Healthcare Compliance; Approval, Manufacture, Sales and Marketing of

Drug, Medical Device, Diagnostics, and Consumer Products

No as pect of our business is mor e su b ject to gover nmental r egulation than the

development, manufactur e, appr oval, sales and mark eting of our health car e pr oducts. Because of the complex natur e of many of these r egulations,

management must tak e par ticular car e to ensur e appr opriate employees ar e awar e

of r egulator y r equir ements and tak e necessar y steps to comply with them.



Employment and Labor Laws and Policies

Our most impor tant r esour ce is our employees. All employment must be in

compliance with all applicable laws and r egulations, including those concer ning

hours, compensation, oppor tunity, human rights and working conditions.

Johnson & Johnson strictly pr ohi bits discrimination or har assment against any

employee because of the individual's r ace, color, r eligion, gender, sexual

orientation, national origin, age, disability, veter an's status or any status pr otected

by law.

It is the policy of Johnson & Johnson that all employees work in a clean, orderly

and safe envir onment. In the inter est of maintaining a safe and healthy work place,

the Company r equir es f ull compliance with applicable work place safety and

industrial hygiene standards mandated by law.

In addition to local laws and r egulations, the Company's Employment of Young

Persons policy applies to the employment of persons under the age of 18 in the

manufactur e of any pr oduct, or any component of a pr oduct, by or for any of our businesses. Company policy also pr ohi bits the use of any for ced or compulsor y

labor in the manufactur e of any pr oduct, or any component of a pr oduct, by or for

any of our businesses.

Compliance with Securities Laws

The Company is often r equir ed by the Securities Laws of the United States to

disclose to the pu blic impor tant infor mation r egarding the Company.

An employee who k nows impor tant infor mation about the Company that has not

been disclosed to the pu blic must k eep such infor mation conf idential. It is a

violation of United States law to pur chase or sell Johnson & Johnson stock on the

basis of such impor tant non-pu blic infor mation. Employees may not do so and may

not pr ovide such infor mation to others for that or any other pur pose.

Employees may not buy or sell securities of any other company using impor tant

non-pu blic infor mation obtained in the per for mance of their duties. Employees

may not pr ovide such infor mation so obtained to others.

Political Activities and Contributions

The Company encour ages employees to be involved personally in political affairs.

However, no employee shall dir ectly or indir ectly use or contri bute f unds or assets of the Company for or to any political par ty, candidate or campaign unless such a

use or contri bution is an accepted pr actice and lawf ul in the countr y involved and

is appr oved by the appr opriate Company Gr ou p Chair man.



Respect for Trade Secrets

It is the policy of Johnson & Johnson to r es pect the tr ade secr ets and pr oprietar y

infor mation of others. Although infor mation obtained f r om the pu blic domain is a

legitimate sour ce of competitive infor mation, a tr ade secr et obtained thr ough

impr oper means is not.

If a competitor 's tr ade secr ets or pr oprietar y infor mation ar e offer ed to an

employee in a sus picious manner, or if an employee has any question about the

legitimacy of the use or acquisition of competitive infor mation, the Law

Depar tment should be contacted immediately. No action r egarding such

infor mation should be tak en befor e consultation with the Law Depar tment.

Use of Funds, Assets, Complete and Accur ate Books and Records; Second-

Countr y Payments

Sales of the Company's pr oducts and ser vices, and pur chases of pr oducts and

ser vices of su ppliers, shall be made solely on the basis of quality, price and ser vice,

and never on the basis of giving or r eceiving payments, gifts, enter tainment or favors.

No Company f unds, assets or infor mation shall be used for any unlawf ul pur pose.

No employee shall pur chase privileges or s pecial benef its thr ough payment of

bri bes, illegal political contri butions, or other illicit payments or other wise give

anything of value to a gover nment off icial in order to inf luence inappr opriately any

act or decision on the par t of the off icial.

No undisclosed or unr ecorded f und or asset shall be established for any pur pose.

No false or ar tif icial entries shall be made in the books and r ecords of the

Company for any r eason, and no employee shall engage in any arr angement that

r esults in such pr ohi bited act, even if dir ected to do so by a su per visor .

No payment shall be appr oved or made with the agr eement or understanding that

any par t of such payment is to be used for any pur pose other than that descri bed by

documents su ppor ting the payment.

No payments of any kind (whether commissions, pr omotional ex penses, personal ex penses, f r ee goods or whatever ) shall be made to an unaff iliated distri butor or

sales agent (or employee or agent ther eof) in any countr y other than that in which

the sales wer e made or in which the distri butor or sales agent has a su bstantial

place of business. Such payments (sometimes r eferr ed to as "second-countr y"

payments) may be made to other entities such as su ppliers of goods and ser vices

pr ovided:



y The laws of any involved countr y per mit the payment and r ecei pt of such "off-shor e"

f unds, as deter mined in advance of any commitment by competent local legal

counsel in collabor ation with the Johnson & Johnson Law Depar tment,

y The tr ansaction complies in all other r es pects with this Policy on Business Conduct,

and

y The arr angements ar e set for th in a letter of understanding between our Company

and the outside entity, and these letters ar e available for r eview by our inter nal and

outside auditors.

The Pr esidents and Managing Dir ectors of our companies have the primar y

r es ponsi bility to devise, establish and maintain an effective system of inter nal

accounting contr ols, and to demonstr ate that such contr ols have been appr aised and

documented. Gener al guidelines r elating to this appr aisal f unction and

documentation standards ar e available f r om the Vice Pr esident of Cor por ate

Inter nal Audit.

Code of Business Conduct & Ethics for Members of The Board Of Dir ectors And

Executive Off icers

Responsibilities of Directors and Executive Officers

The Board of Dir ectors of Johnson & Johnson has adopted this Code of Business

Conduct & Ethics for the members of the Board of Dir ectors and the Executive

Off icers (as def ined under the r egulations of the Securities and Exchange

Commission) of the Company.

Each Dir ector and Executive Off icer shall be r es ponsi ble for complying with this

Code. Executive Off icers of the Company must comply with the Johnson &

Johnson Policy on Business Conduct also.

If any Dir ector or Executive Off icer believes that a pr ohi bited act under this Code

has occurr ed, then he or she shall pr omptly r epor t such belief to the Chair man of

the Board, the Pr esiding Dir ector and the Gener al Counsel. While this is the

pr eferr ed r epor ting pr ocedur e, any Dir ector or Executive Off icer should feel f r ee tor epor t any such alleged pr ohi bited act her eunder to the Chair man of the Audit

Committee or the Chair man of the Nominating & Cor por ate Gover nance

Committee.

The Board (or, at the discr etion of the independent members of the Board, the

Nominating & Cor por ate Gover nance Committee) will r eview and investigate any



such r epor ted pr ohi bited act, without the par tici pation of any Dir ector who may be

the su b ject of such r epor t. If the Board deter mines that any such act r epr esents a

violation under this Code, then appr opriate r emedial or disci plinar y action will be

tak en. The Company will disclose any such violation and the r emedial or

disci plinar y action tak en, to the extent r equir ed by the Feder al securities or other

applicable laws. If the Board deter mines that any such act r epr esents a violation

under this Code, but does not believe that any r emedial or disci plinar y action is

necessar y or desir able (or if the Board agr ees to waive compliance with a pr ovision

of the Code on behalf of any Dir ector or Executive Off icer ), then the Company

shall pr omptly disclose the violation or waiver and the Board's r ationale for its

decision. Fur ther mor e, the Company shall also disclose if the Board fails to

investigate or tak e action within a r easonable period of time after lear ning of any

such alleged pr ohi bited act under this Code.

All Dir ectors and Executive Off icers ar e ex pected to pr ovide f ull assistance and disclosur e to the Board, the Company and its inter nal and exter nal auditors in

connection with any r eview of compliance with this Code.

1. Conflicts of Interest

Ever y Dir ector and Executive Off icer has a duty to avoid business, f inancial or

other dir ect or indir ect inter ests or r elationshi ps which conf lict with the inter ests of

the Company or which divide his or her loyalty to the Company. A conf lict or the

appear ance of a conf lict of inter est may arise in many ways. Each Dir ector and

Executive Off icer must deal at ar m's length with the Company and should disclose

to the Chair man, Vice Chair man or Pr esiding Dir ector any conf lict or any

appear ance of a conf lict of inter est on his or her par t. Any activity which even

appears to pr esent such a conf lict must be avoided or ter minated unless, after such

disclosur e to the Board, it is deter mined that the activity is not har mf ul to the

Company or other wise impr oper . The end r esult of the pr ocess of disclosur e,

discussion and consultation may well be appr oval of cer tain r elationshi ps or

tr ansactions on the gr ound that, des pite appear ances, they ar e not har mf ul to the

Company. But all conf licts and appear ances of conf licts of inter est ar e pr ohi bited,

even if they do not har m the Company, unless they have gone thr ough this pr ocess.

2. Conduct of Business and Fair Dealing

No Dir ector or Executive Off icer shall:



y compete with the Company by pr oviding ser vice to a competitor as an employee,

off icer or dir ector or in a similar capacity;

y pr of it, or assist others to pr of it, f r om conf idential infor mation or business

oppor tunities that ar e available because of ser vice to the Company;

y impr operly inf luence or attempt to inf luence any business tr ansaction between the

Company and another entity in which a Dir ector or Executive Off icer has a dir ect or

indir ect f inancial inter est or acts as an employee, off icer or dir ector or in a similar

capacity; or

y Tak e unfair advantage of any customer, su pplier, competitor or other person thr ough

mani pulation, concealment, misr epr esentation of material facts or other unfair -

dealing pr actice.

3. Gifts

No Dir ector or Executive Off icer shall solicit or accept gifts, payments, loans,

ser vices or any for m of compensation f r om su ppliers, customers, competitors or others seeking to do business with the Company. Social amenities customarily

associated with legitimate business r elationshi ps ar e per missi ble. These include the

usual for ms of enter tainment such as lunches or dinners as well as occasional gifts

of modest value. While it is diff icult to def ine "customar y," "modest" or "usual" by

stating a s pecif ic dollar amount, common sense should dictate what would be

consider ed extr avagant or excessive. If a disinter ested third par ty would be lik ely

to infer that it affected the judgment of a Dir ector or Executive Off icer, then it is

too much. All business dealings must be on ar m's-length ter ms and f r ee of any

favor able tr eatment r esulting f r om the personal inter est of our Dir ectors and

Executive Off icers.

4. Compliance with Laws and Regulations

Consistent with our Cr edo and business philosophy, it is the policy of Johnson &

Johnson to comply with the laws of each countr y in which our companies do

business. Each Dir ector and Executive Off icer shall comply with all applicable

laws, rules and r egulations, and shall use all r easonable effor ts to oversee

compliance by employees, other Dir ectors and other Executive Off icers with all

applicable laws, rules and r egulations.

5. Use of Non-Public Information and Disclosure

A Dir ector or Executive Off icer who k nows impor tant infor mation about the

Company that has not been disclosed to the pu blic must k eep such infor mation

conf idential. It is a violation of United States law to pur chase or sell Johnson &

Johnson stock on the basis of such impor tant non-pu blic infor mation. Dir ectors and

Executive Off icers may not do so and may not pr ovide such infor mation to others



for that or any other pur pose.

Dir ectors and Executive Off icers also may not buy or sell securities of any other

company using impor tant non-pu blic infor mation obtained in the per for mance of

their duties on behalf of the Company and may not pr ovide any such infor mation

so obtained to others.

Dir ectors and Executive Off icers shall maintain the conf identiality of any non-

pu blic infor mation lear ned in the per for mance of their duties on behalf of the

Company, except when disclosur e is authorized or legally mandated.

6. Use of Company Funds, Assets and Information

Each Dir ector and Executive Off icer shall pr otect the Company's f unds, assets and

infor mation and shall not use the Company f unds, assets or infor mation to pursue

personal oppor tunities or gain.

No Company f unds, assets or infor mation shall be used for any unlawf ul pur pose.

No undisclosed or unr ecorded f und or asset shall be established for any pur pose.

No false or ar tif icial entries shall be made in the books and r ecords of the

Company for any r eason, and no Dir ector or Executive Off icer shall engage in any

arr angement that r esults in such pr ohi bited act.

Certificate of Compliance with the Johnson & Johnson Code of Business

Conduct & Ethics for Members of the Board of Directors And Executive

Officers

Each year each Executive Off icer and Dir ector must sign the following cer tif icate

of compliance with the Code of Business Conduct & Ethics for Members of the

Board of Dir ectors and Executive Off icers.

jagruti acharya

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