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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information called for by this item is incorporated herein by reference to the discussion of the Audit Committee under
the caption “Corporate Governance – Board Committees”; and the material under the captions “Item 1: Election of
Directors” and “Stock Ownership and Section 16 Compliance – Section 16(a) Beneficial Ownership Reporting
Compliance” in the Proxy Statement; and the material under the caption “Executive Officers of the Registrant” in Part I of
this Report.
The Company’s Code of Business Conduct, which covers all employees (including the Chief Executive Officer, Chief
Financial Officer and Controller), meets the requirements of the SEC rules promulgated under Section 406 of the
Sarbanes-Oxley Act of 2002. The Code of Business Conduct is available on the Company’s website at
www.investor.jnj.com/gov/policies.cfm, and copies are available to shareholders without charge upon written request to
the Secretary at the Company’s principal executive offices. Any substantive amendment to the Code of Business Conduct
or any waiver of the Code granted to the Chief Executive Officer, the Chief Financial Officer or the Controller will be
posted on the Company’s website at www.investor.jnj.com/gov.cfm within five business days (and retained on the website
for at least one year).
In addition, the Company has adopted a Code of Business Conduct & Ethics for Members of the Board of Directors and
Executive Officers. The Code of Business Conduct & Ethics for Members of the Board of Directors and Executive Officers
is available on the Company’s website at www.investor.jnj.com/gov/policies.cfm, and copies are available to shareholders
without charge upon written request to the Secretary at the Company’s principal executive offices. Any substantive
amendment to the Code or any waiver of the Code granted to any member of the Board of Directors or any executive
officer will be posted on the Company’s website at www.investor.jnj.com/gov.cfm within five business days (and retained
on the website for at least one year).
Item 11. Executive Compensation
The information called for by this item is incorporated herein by reference to the material under the captions “Item 1:
Election of Directors – Director Compensation – Fiscal 2015,” “Compensation Committee Report,” “Compensation
Discussion and Analysis” and “Executive Compensation Tables” in the Proxy Statement.
The material incorporated herein by reference to the material under the caption “Compensation Committee Report” in the
Proxy Statement shall be deemed furnished, and not filed, in this Report and shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, as a result of this furnishing, except to the extent that the Company specifically incorporates it by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The information called for by this item is incorporated herein by reference to the material under the caption “Stock
Ownership and Section 16 Compliance” in the Proxy Statement; and Note 17 “Common Stock, Stock Option Plans and
Stock Compensation Agreements” of the Notes to Consolidated Financial Statements in Item 8 of this Report.
82 •Johnson & Johnson 2015 Annual Report