On 1 July 2021, Lord Justice Edis approved a £103 million Deferred Prosecution Agreement (DPA) entered into between the Serious Fraud Office (SFO) and Amec Foster Wheeler Energy Limited (AFWEL).
Under the terms of the DPA, AFWEL will:
- Take responsibility for 10 offences of corruption relating to the use of corrupt agents in the oil and gas sector by the legacy Foster Wheeler business; and
- Pay £103 million in the UK, forming part of the US$177 million global settlement with UK, U.S. and Brazilian authorities.
The DPA is accompanied by an undertaking by John Wood Group PLC (Wood), AFWEL’s ultimate parent company. Under the terms of the undertaking, Wood:
- Assumes responsibility for the performance of AFWEL’s obligations and payments specified in the DPA;
- Agrees to ongoing cooperation with the SFO and, at the request of the SFO, any other law enforcement and regulatory authorities throughout the term of the DPA; and
- Will report throughout the term of the DPA on an annual basis to the SFO on enhancements to its group-wide ethics and compliance programme.
This DPA marks the SFO’s tenth DPA to date.
The SFO’s investigation into AFWEL
In July 2017, the SFO confirmed that it had opened an investigation into the activities of Amec Foster Wheeler PLC and any predecessor companies owning or controlling the Foster Wheeler business, together with the activities of any subsidiaries, company officers, employees, agents and any other person associated with any of these companies.
The SFO’s £103 million DPA with AFWEL
The DPA brings to the end the SFO’s four-year investigation into suspected bribery and corruption within the Foster Wheeler and Amec Foster Wheeler businesses.
It is made clear that the DPA only relates to the criminal liability of AFWEL and does not encompass liability attaching to any individual, including current and former employees or current and former agents of AFWEL. There are to be charging decisions in respect of individuals within three months.
Crucial in Lord Justice Edis’ assessment of whether a DPA was in the interests of justice in this case was the fact that Wood was entirely innocent of the wrongdoing but yet would “carry the can” for it. Despite this, Lord Justice Edis sought and received confirmation that the price paid by Wood for its acquisition of AFWEL in 2017 had not been discounted to reflect contingent liabilities which might result from the then recently announced SFO investigation. If so, Wood would benefit inappropriately from any further reductions of liabilities.