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JOHNSON & JOHNSON 2011 ANNUAL REPORT 23
AUDIT
The Audit Committee, composed entirely of independent
Directors, helps the Board oversee the Company’s financial
accounting and reporting practices. It recommends the
independent public auditor for appointment by the Board and
reviews its performance. In addition, the Committee monitors
the adequacy of internal accounting practices, procedures and
controls; reviews the Company’s financial reporting process
and disclosure procedures; and helps the Board oversee the
Company’s legal compliance programs.
James G. Cullen, Chairman
Mary Sue Coleman, Ph.D.
Ian E.L. Davis
Leo F. Mullin
COMPENSATION & BENEFITS
The Compensation & Benefits Committee, composed entirely
of independent Directors, establishes the Company’s executive
compensation philosophy and principles and approves the
annual compensation and long-term incentives for the
Company’s directors and executive officers. The Committee
also reviews the philosophy and policies of the non-Board
Management Compensation Committee, which determines
management compensation and establishes perquisites and
other compensation policies for non-executive employees.
Additionally, the Committee oversees the management of the
various retirement, pension, long-term incentive, savings,
health and welfare plans that cover the Company’s employees.
Charles Prince, Chairman
Michael M.E. Johns, M.D.
Anne M. Mulcahy
William D. Perez
Ronald A. Williams
FINANCE
The Finance Committee exercises the authority of the Board
during the intervals between Board meetings. The Finance
Committee is composed of the Chairman of the Board and the
Presiding Director.
William C. Weldon, Chairman
James G. Cullen
NOMINATING & CORPORATE GOVERNANCE
The Nominating & Corporate Governance Committee,
composed entirely of independent Directors, is responsible
for overseeing corporate governance matters, reviewing
possible candidates for Board membership and recommending
nominees for election. The Committee is also responsible for
overseeing the process for performance evaluations of the Board
and its committees. Additionally, the Committee reviews the
Company’s executive succession plans and executive resources.
William D. Perez, Chairman
James G. Cullen
Anne M. Mulcahy
Charles Prince
PUBLIC POLICY
The Public Policy Advisory Committee reviews the Company’s
policies, programs and practices on public health issues
regarding the environment and the health and safety of
employees. The Committee also reviews the Company’s
governmental affairs and policies and other public policy issues
facing the Company. The Committee advises and makes
recommendations to the Board on these issues, as appropriate.
The Public Policy Advisory Committee is composed of
independent Directors; one of the Company’s Vice Chairmen,
Executive Committee; and the Vice Presidents for Global
Corporate Affairs, Government Affairs and Policy, and
Global Supply Chain.
Leo F. Mullin, Chairman
Ian E.L. Davis
Susan L. Lindquist, Ph.D.
David Satcher, M.D., Ph.D.
Ronald A. Williams
Alex Gorsky
Clifford E. Holland
Robert Salerno
Michael E. Sneed
SCIENCE AND TECHNOLOGY
The Science and Technology Advisory Committee, composed
of independent Directors and the Company’s Vice President,
Science and Technology, helps the Board with scientific matters
impacting the Company’s business, including monitoring the
strategy and effectiveness of the Company’s research and
development organization; reviewing the effectiveness of
scientific aspects of the Company’s product safety processes;
overseeing major business development activities related to the
acquisition of new science or technology; and identifying and
understanding significant new science and technology policy
issues and trends.
David Satcher, M.D., Ph.D., Chairman
Mary Sue Coleman, Ph.D.
Michael M.E. Johns, M.D.
Susan L. Lindquist, Ph.D.
Garry A. Neil, M.D.
Committees of
the Board