Board of  Directors COMMITTEES OF THE BOARD AUDIT COMPENSATION & BENEFITS JOHNSON & JOHNSON 2010 ANNUAL REPORT 27 The Compensation & Benefits  Committee, composed entirely  of independent Directors,  establishes the Company’s  executive compensation  philosophy and principles and  approves the annual compen- sation and long-term  incentives for the Company’s  directors and executive offi- cers. 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 DAVID SATCHER, M.D., PH.D. Director, Center of Excellence on Health Disparities, Director, Satcher Health  Leadership Institute and Poussaint-Satcher-Cosby Chair in Mental Health, Morehouse School of Medicine; Former U.S. Surgeon General Sixth Row, Left to Right  CHARLES PRINCE Chairman, Sconset Group, LLC;  Senior Counselor, Albright  Capital Management LLC;  Retired Chairman and Chief  Executive Officer, Citigroup Inc. WILLIAM D. PEREZ Senior Advisor, Greenhill & Co.,  Inc.; Retired President and Chief Executive Officer,  Wm. Wrigley Jr. Company Fifth Row, Left to Right  LEO F. MULLIN Retired Chairman and Chief Executive Officer, Delta Air Lines, Inc. ANNE M. MULCAHY Former Chairman and Chief Executive Officer, Xerox Corporation  Fourth Row, Left to Right  SUSAN L. LINDQUIST, PH.D. Member and Former Director,  Whitehead Institute for Biomedical Research; Professor of Biology, Massachusetts Institute of Technology James G. Cullen,  Chairman Mary Sue Coleman, Ph.D.  Ian E. L. Davis Leo F. Mullin MICHAEL M. E. JOHNS, M.D. Chancellor, Emory University Third Row, Left to Right  IAN E. L. DAVIS Managing Director Emeritus;  Former Worldwide Managing  Director, McKinsey & Company JAMES G. CULLEN Retired President and Chief  Operating Officer, Bell Atlantic  Corporation  Second Row, Left to Right  MARY SUE COLEMAN, PH.D. President, University of Michigan First Row WILLIAM C. WELDON Chairman, Board of Directors; Chief Executive Officer;  and Chairman, Executive  Committee The Audit Committee,  composed entirely of indepen- dent Directors, helps the Board  oversee the Company’s finan- cial 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 disclo- sure procedures; and helps the  Board oversee the Company’s  legal compliance programs. 