Adopted by the Board of Trustees, January 21, 2004



The Robert Wood Johnson Foundation’s (RWJF) fundamental responsibility is to help improve the conditions that promote health, improve the care people receive, and encourage healthy behaviors. To succeed, we must grow and develop, both as individuals and as an organization. Our core values, embodied in our Guiding Principles, help us to achieve this growth.

We have the special privilege and responsibility to manage the distribution of private funds set aside for public purposes. In going about our work, we do so primarily by supporting the activities of other individuals and institutions. Even in those cases when we undertake to achieve program objectives more directly, we continue to be dependent on the talents, abilities, and commitments of others who, with the help of our funds, are undertaking new ventures. As we proceed in our efforts, it is important to keep this principle in mind and to demonstrate our awareness of it to those who seek support from us.

While we conduct our activities within the framework of applicable professional standards, laws, regulations, and internal policies, we also acknowledge that these standards, laws, and policies do not govern all types of behavior. As a result, we also have a Code of Conduct for all RWJF Board and staff members. This code is based on our Guiding Principles and assists us in applying them as we go about our daily tasks and responsibilities.

Close attention to the way we fulfill our obligations of financial stewardship toward our public trust continues to be an important concern for the Foundation. Accordingly, the Audit Committee of the Board has revised its charter to address these matters.

Each of us at RWJF has an obligation to know and understand not only the guidelines contained in the code, but also the values on which they are based. Knowing and understanding are not enough. We also have an obligation to comply with the letter and the spirit of this code and to help others to do the same. While the code provides a broad range of guidance about the standards of integrity and conduct expected at RWJF, no code can address every situation that individuals are likely to encounter. As a result, this code is not a substitute for individual responsibility and accountability to exercise good judgment and to obtain guidance on proper conduct. We are encouraged to seek additional guidance and support and to raise any issues and concerns through appropriate channels. The strength of our organization is the strength in our collective knowledge and experience.



  • We treat our colleagues, grantees, and others with whom we interact with respect, dignity, fairness, and courtesy.
  • We take pride in the diversity of our workforce and view it as a distinct advantage in carrying out our mission and one to be nurtured and expanded.
  • We are committed to maintaining a work environment that is free from discrimination or harassment.
  • We try to balance work and private life and help others do the same.
  • We invest in ongoing enhancement of our skills and abilities.
  • We provide a safe working environment for our people.



The RWJF Code of Conduct provides guidance for how we should behave and conduct our activities in a wide range of settings and situations. The “Ethics Questions to Consider” and the “Framework for Ethical Decision-Making,” which follow, supplement the code and will help to resolve issues.

It is the responsibility of each of us to follow the Code of Conduct and RWJF policies and procedures consistently and help others to do so. When noncompliance with the Code of Conduct is reported or otherwise suspected, the situation will be investigated and, if needed, appropriate action taken. Those who violate the code or RWJF policies and procedures are subject to disciplinary action, up to and including dismissal.

We are encouraged to report and express our concerns and must do so in good faith, fairly, honestly, and respectfully. RWJF is committed to protecting individuals against retaliation. Those in supervisory positions are responsible for addressing issues that come to their attention.



  1. Is it against RWJF or professional standards? If so, then this is an action that should not be taken. However, sometimes the answer to this question will require interpretation of the relevant standards. If you are in doubt, be sure you have thoroughly examined the applicable standards and discussed them with colleagues, superiors, or the General Counsel’s Office before you reach a final conclusion.
  2. Does it feel right? If not, think carefully before you proceed. Do not proceed with an action that does not feel right without thoroughly considering and discussing whether it is, in fact, ethical.
  3. Will it reflect negatively on you or RWJF? How would it look in the newspapers? Would you be embarrassed if others knew you took this course of action? The Foundation should always consider whether an action, although permissible under the applicable legal or ethical standards, might appear to be improper or elicit public criticism. If you have qualms about how a course of action will appear to others, be sure to consider and discuss it thoroughly with colleagues and superiors before you proceed. The input of the Communications department and General Counsel’s Office can be very helpful in analyzing these issues. Remember, however, that we must expect some of our programming to be controversial and the fact that a course of action may elicit criticism may not be a reason not to proceed. It is, however, a reason to proceed with care.
  4. Who else could be affected by this (others at RWJF, grantees, you, etc.)? We must always be sensitive to the effect our actions may have on our national program offices, national advisory committee members, grantees, and others.
  5. Is there an alternative action that does not pose an ethical conflict? Be sure you have considered any alternative ways of accomplishing your goal that do not raise ethical problems.
  6. What would a reasonable person think?
  7. Have you consulted with the General Counsel’s Office? If you are not sure whether a proposed action is ethical after considering it yourself and discussing it with colleagues, consult the General Counsel’s Office for further examination of the issues involved.



As a guide in deciding on a course of action, follow these steps and ask yourself these questions:

Recognize the event, decision, or issue

  • Are you being asked to do something you think might be wrong?
  • Are you aware of potentially unethical or illegal conduct on the part of others here at the Foundation or elsewhere?
  • Are you trying to make a decision and are unsure about the proper course of action.

Think before you act

  • Summarize and clarify the issue.
  • Ask yourself, why the difficulty or predicament?
  • Consider the options and consequences.
  • Consider who may be affected.
  • Consult with others–your immediate supervisor, counsel in the General Counsel’s Office, other officers of the Foundation.

Decide on a course of action

  • Determine your responsibility.
  • Review all of the relevant facts and information.
  • Refer to applicable RWJF policies and procedures.
  • Assess the risks and how you could reduce them.
  • Contemplate the best course of action.
  • Consult with others–your immediate supervisor, counsel in the General Counsel’s Office, other officers of the Foundation.

Test your decision

  • Review “Ethics Questions to Consider.”
  • Apply RWJF’s Guiding Principles to your decision.
  • Make sure you have considered relevant policies and standards as set forth in RWJF’s Employee Handbook.
  • Consult with others–enlist their opinion of your planned course of action.

Proceed with confidence

  • Communicate decision and rationale to the senior vice president or vice president to whom you report.
  • Reflect upon what was learned.
  • Share your success stories with others.

Record your decision-making process

  • Always document how you resolved the ethical problem for future reference and as an aid to considering similar problems in the future.