EXHIBIT 31
[LETTERHEAD OF OXFORD GLYCOSCIENCES]
PRIVATE AND CONFIDENT1AL
Professor Raymond Dwek
The Institute of Glycobiology
Department of Biochemistry
The Rodney Porter Building
South Parks Road
Oxford OX1 3QU 20th January 2000
Appointment to the Board of Directors of Oxford GlycoSciences Plc (the "Company)
On behalf of the Company, I write to confirm your revised conditions of
appointment as a Non-Executive Director of the Company which will be applied
with effect from 1st January 2000.
Appointment
1. Your appointment, subject to re-election when appropriate by the Company
in general meeting, is for a fixed term of three years from 18th March
1998. Unless your appointment is renewed on or prior to that date, you
undertake to resign as a Director of the Company forthwith after such
date. In addition, your appointment is subject to the Company's Articles
of Association.
2. Notwithstanding the other provisions of this letter, the Company shall be
entitled to terminate your appointment in accordance with the provisions
of the Articles of Association of the Company and, upon such termination
or upon your resignation for any reason, you shall not be entitled to any
damages for loss of office and no fee will be payable to you in respect of
any unexpired portion of the term of your appointment.
Duties
3. During your appointment, you will be expected to attend regular and
emergency Board meetings. You will also be expected to attend the annual
general meeting of the Company, any extraordinary general meeting of the
Company and meetings of any committees of the Board, including the Audit,
Compensation and Nomination committees, on which you serve. The dates and
details of all such meetings shall be notified to you in advance.
Fees
4. You will be entitled to a fee for your services as a Director of
(pound)15,000 per annum (less any necessary statutory deductions) plus
(pound)1,000 per Full Board Meeting attended and (pound)500 for each
committee meeting attended. For the avoidance of doubt attendance by
telephone will be deemed to be full attendance. This will be payable in
arrears by equal quarterly installments. This fee will be paid to you, or
to such other person or body as you may direct on giving reasonable notice
to the Board or Chairman. The fee will be reviewed annually by the Board.
Expenses
5. In addition to the fees described in paragraph 4 above, the Company shall
reimburse you for all reasonable out of pocket expenses necessarily
incurred in carrying out your duties.
6. In order to enable you to carry out the duties of your office, you will
after consultation with the Board and the Chairman (and, if appropriate,
jointly with any other Non-executive Directors whose interests are the
same as yours), be entitled to seek external independent legal advice at
the Company's expense.
Insurance
7. The Company will obtain appropriate director's and officer's liability
insurance for your benefit during your appointment.
Other directorships and business interests
8. During your appointment as a Director you will inform the Chairman of any
other (or further) directorships of companies which you hold or accept, to
enable the Company Secretary to comply with the disclosure obligations
under the Companies Act 1985.
Code of conduct
9. During the period of your appointment you will comply with the Stock
Exchange Model Code for Securities Transactions by Directors of Listed
Companies, the Company's code of conduct and such other requirements as
the Board may from time to time specify.
Confidentiality
10. You must apply the highest standards of confidentiality, and save insofar
as such information is already in the public domain, you must keep secret
and must not use for your own or another's advantage, nor disclose to any
person, firm, company or organisation (whether during the course of the
appointment or at any time after its termination), any information which
you know or ought reasonably to have known to be confidential concerning
the business or affairs of the Company and any Group companies or any of
its or their customers. The restrictions in this clause shall not apply:
(a) to any disclosure or use authorised by the Board or required by law or by
virtue of your appointment
(b) so as to prevent you from using your own personal skill in any business in
which you may be lawfully engaged after your appointment has ended.
In this letter Group shall mean any of (i) the Company and (ii) any subsidiary
of the Company from time to time. Subsidiary shall have the meaning ascribed to
it by Section 736 Companies Act 1985, as amended.
Please confirm your agreement to the above by signing and returning to me the
enclosed duplicate of this letter.
Yours sincerely
/s/ [ILLEGIBLE]
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For and on behalf of Oxford GlycoSciences Plc
Encl.
I have read and agree to the above terms regarding my appointment as a
Non-executive director of Oxford GlycoSciences Plc.
/s/ Raymond Dwek Feb. 20th, 2000
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Professor Raymond Dwek Date