Board/Snr Mgt Changes

BHP Billiton Limited
2 May 2002

     BHP Billiton Limited is issuing this announcement to fulfil disclosure
  obligations arising from its secondary listing on the London Stock Exchange.

    The text of this release is identical to that issued by BHP Billiton Plc
                                    earlier.



2 May 2002
Number 26/02


BHP BILLITON ANNOUNCES BOARD, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE CHANGES
MARKING END OF MERGER TRANSITION



BHP Billiton Chairman Don Argus today announced a number of decisions affecting
Board, senior management and Corporate Governance issues that mark the end of
the transition associated with the merger of BHP and Billiton and position the
Group for the future.



Chief Executive Officer



Brian Gilbertson will assume responsibilities as Chief Executive Officer and
Managing Director from the beginning of the new fiscal year, on 1 July 2002.
Paul Anderson will retire from his executive position on 1 July 2002 but will
remain on the Board of both BHP Billiton Limited and BHP Billiton plc until the
completion of the Annual General Meetings on 25 October (Melbourne) and 4
November (London).



Mr Argus noted that Mr Gilbertson was the former Executive Chairman of Billiton
plc and very much the architect of that Company's success.  He said: 'Brian and
Paul have worked together since the merger to integrate the companies and to
effect a smooth transition of management responsibility.  That process has been
an outstanding success and owes much to the commitment and professionalism of
both executives.'



In announcing the Chief Executive Officer succession, Mr Argus welcomed the
opportunity to work with Mr Gilbertson in his expanded role and paid tribute to
the excellent contribution Mr Anderson had made in repositioning the former BHP,
and restoring shareholder value.



Board of Directors



A number of changes will also be made to the Board of Directors.



At the time of the merger the Board made a commitment to reduce its size.
Duplication of industry experience and geographical representation, length of
service and the retirement provisions of the Articles of Association and
Constitution of the respective Companies were all factors taken into account by
the Board in deciding the best composition going forward.



It is intended that the new Board should comprise twelve directors, made up of
nine non-executive and three executive directors.  To achieve this outcome,
Messrs Ben Alberts, John Conde, Derek Keys and Barry Romeril will retire from
the Board at the end of June.  Messrs John Jackson and John Ralph will retire at
the next annual general meeting when a new non-executive director has or will
have been appointed.  An external recruitment firm has been appointed, and the
selection process formalised.  An announcement on a new executive director to
fill the vacancy created by Mr Anderson's retirement from the Board will be made
in due course.



All of the retiring directors have served BHP, Billiton and more recently BHP
Billiton with distinction - some over many years.  Mr Argus thanked the retiring
directors for their professionalism and assistance in recomposing the Board and
also thanked them for their service to the Company and its shareholders.  He
said: 'The creation of BHP Billiton would not have been possible without the
vision and support of every member of the Board.  We owe a debt of gratitude to
those retiring directors and wish them well for the future.'



Non-Executive Director Remuneration



Also foreshadowed at the time of the merger were revised remuneration
arrangements for non-executive directors.  Shareholders approved the sum of
money available for the payments of fees in May 2001.



The Company, with the benefit of external advisers, has now conducted a
comprehensive review of an appropriate level of fees.  The new arrangements
reflect a number of things.  Firstly, the more onerous legal and compliance
obligations placed on directors as they are directors of both BHP Billiton
Limited and BHP Billiton Plc with listings on the Stock Exchanges of Australia,
London, Johannesburg, Paris, New York, Wellington, Frankfurt and Zurich.



Second, the revised policy reflects the extensive travel required, not only to
attend meetings of the Board but also to review company assets.  The travel
burden does not fall equally on all directors and accordingly the fee structure
has been designed with this in mind.



The new fee structure is as follows:

  •   A new base fee of US$60,000 per annum;

  •   An additional fee of US$1,000 for each board meeting attended;

  •   Travel allowances of US$1,000 for travel that is more than 3 hours but
      less than 12, and US$2,500 for travel greater than 12 hours.  No allowance will
      be paid for travel that is less than 3 hours.

Chairs of Committees will also be paid a fee of US$7,500 per annum.  This
reflects the additional duties performed by Committee Chairs.  No additional
fees will be paid to members of Committees.



The Chairman will continue to be paid at four times the base fee for
non-executive directors.  He will not receive any additional fees for chairing a
Committee, or any meeting attendance fees.



To reflect the enhanced responsibilities of the Senior Independent Director (the
Deputy Chairman) an annual fee of US$150,000 will be paid.  As in the case of
the Chairman, no additional meeting fees or fees for chairing Committees will be
paid.




Retirement Plan



Directors have agreed to phase out the Retirement Plan that was approved by BHP
shareholders in 1989.  The Plan was closed to new entrants at the time of the
merger.



In addition to the Board's decision to close the Plan to new entrants,
participating directors have agreed to limit the quantum of benefits that will
accrue under the Plan while existing contracts exist.  While the Plan allows for
accruals to be made on the basis of fees paid, directors have agreed to base
accruals on the old remuneration level (of A$110,000 for non-executive
directors) with percentage increases limited to the same percentage increases
that might occur in the new fee level, if any such increases were to occur.



Following the retirement of directors already announced, the Plan will have only
four remaining participants and will be eliminated entirely when those
participants retire from the Board.



Further news and information can be found on our Internet site: www.bhpbilliton.com

Australia                                                  United Kingdom/South Africa

Dr. Robert Porter, Investor Relations                      Mark Lidiard, Investor & Media Relations

Tel: + 61 3 9609 3540  Mobile: [phone]             Tel: [phone]  Mobile: [phone]

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Mandy Frostick, Media Relations                            Ariane Gentil, Manager Communications

Tel: [phone]  Mobile: [phone]              Tel: [phone] Mobile: + 44 7881 518 715

email: [e-mail]                    email: [e-mail]


United States

Francis McAllister, Investor Relations

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email: [e-mail]



BHP Billiton Limited ABN 49 004 028 077                    BHP Billiton Plc Registration number 3196209
Registered in Australia                                    Registered in England and Wales
Registered Office: 600 Bourke Street Melbourne Victoria    Registered Office: 1-3 Strand London WC2N 5HA United Kingdom
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              The BHP Billiton Group is headquartered in Australia





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