Management 1. Composition of the Board of Directors Jorge Manuel Jardim Gonçalves, Chairman Filipe de Jesus Pinhal, Vice-Chairman Christopher de Beck, Vice-Chairman Alexandre Augusto Morais Guedes de Magalhães, Director António Manuel de Seabra e Melo Rodrigues, Director António Manuel Pereira Caldas de Castro Henriques, Director Alípio Barrosa Pereira Dias, Director Alexandre Alberto Bastos Gomes, Director Francisco José Queiroz de Barros de Lacerda, Director No BCP director has been elected to represent any particular shareholder or group of shareholders nor are they bound to any such shareholders or group of shareholders and all the Banco directors are therefore considered independent directors for this purpose. The positions held by the members of the BCP board of directors in other companies, including other companies of the Banco Group, are listed in an appendix to this report. Particular attention is called in this respect to the provisions of Article 9-B of the company s articles of association that determine that the position of director is incompatible with the exercise of functions of any nature whatsoever, by appointment to corporate office or by employment contract, in any other trading company, with the exception of corporate office or shareholdings in companies in which Banco Comercial Português has a direct or indirect holding, provided that, with regard to corporate office, the appointment shall have been made with the vote of the Bank or of a company controlled by the Bank or that either shall have expressed agreement. 2. Board of Directors working rules Banco has no executive committee nor is there any case of delegation of responsibilities insofar as management is concerned. The board of directors must meet once a month and extraordinary meetings are held whenever convened by the chairman or two board of directors members. The Bank s board of directors met on 23 occasions during 2002. 3. Internal control committees Banco has no internal control committees other than those detailed in Chapter III of this same Report. 132
4. Emoluments of the Board of Director The emoluments of the members of the Banco board of directors are set each year by the Remuneration and Benefits Committee, which consists of three shareholders and is elected by the General Meeting.The emoluments may comprise a variable part, which, under the terms of Article 10 of the articles of association, cannot exceed 10% of the net income for the year. The total emoluments earned by the members of the Banco board of directors, taken together, for the year to December 31st 2002 amounted to 43,451 thousand euros, of which the fixed remuneration totaled 2,303 thousand euros and the variable remuneration totaled 41,148 thousand euros. The variable emoluments amount to 7.2% of the net income for 2001 and are thus less that the amount fixed in the articles of association. Furthermore, the variable emoluments in respect of fiscal 2002 have yet to be deliberated by the Remuneration and Welfare Committee, and the respective value has therefore not yet been fixed. Detail of the façade of the BCP branch in Barcelos. 133
Appendix to the Corporate Governance Report Banco, S.A. Board of Directors Responsibilities as at 31 December 2002 Chairman: Jorge Manuel Jardim Gonçalves Chairman of the Board of Directors of BCP Investimento Banco de Investimento, S.A. Chairman of the Board of Directors of CrédiBanco Banco de Crédito Pessoal, S.A. Chairman of the Board of Directors of Interbanco, S.A. de Investimento Imobiliário, S.A. Expresso Atlântico, S.A. ActivoBank Comercial de Macau, S.A. Chairman of the Board of Directors of Leasefactor, SGPS, S.A. Chairman of the Board of Directors of ServiBanca Chairman of the Board of Directors of Fundação Banco Member of the Board of Directors of EDP Electricidade de Portugal, S.A. Member of the Board of Directors of ONI SGPS, S.A. Vice-Chairman of the Board of Directors of Associação Portuguesa de Bancos representing Banco, S.A. Português Vice-Chairman of the Board of Directors of Eureko, B.V. Vice-Chairman of the Board of Directors of NovaBank, S.A. Member of the Board of Directors of Banco Sabadell, S.A. Member of the Board of Directors of Banca IntesaBci, S.p.A. Member of the Board of Management of Seguros e Pensões Internacional, B.V. Member of the Board of Directors of Association Achmea Member of the Supervisory Board of Bank Millennium, S.A. Manager of BPA Internacional, SGPS, Sociedade Vice-Chairman: Filipe de Jesus Pinhal Vice- de Investimento Imobiliário, S.A. Vice-Chairman of the Board of Directors of Fundação Banco Chairman of the Board of Directors of Fundação Cupertino de Miranda Manager of BPA Internacional, SGPS, Sociedade Vice-Chairman: Christopher de Beck Vice-Chairman of the Board of Directors of Fundação Banco Member of the Board of Directors of Banco Comercial de Macau, S.A. Member of the Board of Directors of NovaBank, S.A. Member of the Board of Directors of Eureko, B.V. Member of the Board of Directors of F&C Asset Management Holdings, B.V. Member of the Supervisory Board of Achmea Bank Holding, N.V. Member of the Supervisory Board of Achmea Hypotheekbank, N.V. Member of the Supervisory Board of Staal Bank, N.V. Member of the Supervisory Board of Bank Millennium, S.A. Member of Conseil de Surveillance do Banque BCP, S.A. Manager of AF Investimentos, SGPS, Sociedade 134
Manager of BPA Internacional, SGPS, Sociedade Manager of E Seguros, SGPS, Lda. Member:Alexandre Augusto Morais Guedes de Magalhães Vice- de Investimento, S.A. Manager of BPA Internacional, SGPS, Sociedade Member:António Manuel de Seabra e Melo Rodrigues Vice-Chairman of the Board of Directors of ServiBanca Manager of BPA Internacional, SGPS, Sociedade Member:António Manuel Pereira Caldas de Castro Henriques Chairman of the Board of Directors of Seguros e Pensões Gere, SGPS, S.A. Member of the Board of Directors of Banco Comercial de Macau, S.A. Member of the Board of Directors of Eureko B.V. Member of the Board of Directors of Interamerican Hellenic Insurance, Co. Member of the Board of Directors of Friends First Holding Limited Manager of AF Investimentos, S.G.P.S., Sociedade Manager of BPA Internacional, SGPS, Sociedade Member:Alípio Barrosa Pereira Dias Manager of VSC Aluguer de Veículos sem Condutor, Lda. Manager of BPA Internacional, SGPS, Sociedade Chairman of the Board of Directors of CVP Sociedade de Gestão Hospitalar, S.A. Chairman of the Board of Auditors of Fundação Oriente Chairman of the Board of Auditors of Associação dos Oficiais de Reserva Vice-Chairman of Cruz Vermelha Portuguesa Division Member of the General Board of Fundação Portuguesa de Cardiologia Curator of Fundação Cidade de Lisboa Curator of Fundação O Século 135
Páteo interior da sucursal BCP em Barcelos. Member:Alexandre Alberto Bastos Gomes Member of the Board of Directors of CrédiBanco Banco de Crédito Pessoal, S.A. Member of the Board of Directors of Interbanco, S.A. Member of the Board of Directors of Banco Expresso Atlântico, S.A. Member of the Board of Directors of Managerland, S.A. Member of the Board of Directors of Leasefactor, SGPS, S.A. Member of the Board of Directors of ONI, SGPS, S.A. Member of the Board of Directors of SIBS Sociedade Interbancária de Serviços, S.A. Member of the Board of Directors of UNICRE Cartão Internacional de Crédito, S.A. Manager of VSC Aluguer de Veículos sem Condutor, Lda. Manager of BPA Internacional, SGPS, Sociedade Member: Francisco José Queiroz de Barros de Lacerda First Vice-Chairman of the Board of Directors of Bank Millennium, S.A. Vice-Chairman of the Supervisory Board of Dom Maklerski Big BG, S.A. Vice-Chairman of the Supervisory Board of Forin Sp. z o.o. Vice-Chairman of the Supervisory Board of Bel Leasing Sp. z o.o. Manager of BPA Internacional, SGPS, Sociedade 136