John Wood Group PLC
Annual Report and
Financial Statements 2024
Design
the future.
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A company critical
to the world’s
demand for energy
security and home
to the solutions for
energy transition and
sustainable materials.
Our performance
1,2
Revenue (pre-exceptional)
Adjusted EBIT
3
$81m
(2023: $169m resatated)
1, 2
$5,490m
(2023: $5,561m restated)
1,2
1.3%
Free cash flow
5
$(153)m
(2023: $(313)m restated)
1, 2
N/A
52.0%
Operating loss
$(2,631)m
(2023: $(55)m restated)
1, 2
N/A
Basic loss per share
(403)c
(2023: (28)c restated)
1, 2
N/A
Adjusted diluted EPS
4
(14.1)c
(2023: (2.2)c restated)
1, 2
N/A
Notes to the performance highlights:
1.
The results for FY23 have been restated following the
findings o
f the
Independent Review, including further management review and audit
adjustments. Further details are provided in the Financial review.
2.
In addition to the prior year restatements required following the
Independent Review and matters identified by the auditor, FY23 financial
results have been restated for the various businesses that were transferred
between business units in 2024:
(i) Part of Life Sciences business was transferred from Consulting to Projects
(ii) Power business in the UK was transferred from Projects to Investment Services
(iii) Industrial Boilers business moved from Investment Services to Operations
(iv) Downstream & Chemicals operations business moved from Operations
to Investment Services
The results for our business units have been restated for these changes.
There is no impact on the Group’s total results. A summary of changes is
shown in the Financial review.
3.
Adjusted EBIT shows the Group’s adjusted EBITDA after depreciation and
amortisation. This measure excludes amortisation of acquired intangibles and is
therefore aligned with our measure of adjusted EPS. A reconciliation of adjusted
EBIT to operating profit/loss is shown in the Financial Review.
Adjusted EBIT before non-exceptional Independent Review charges shows the
Group’s adjusted EBIT excluding those charges from the Independent Review
that have been included within our adjusted results. Commentary in this
document often discusses performance on this basis to better re
flect the year-
on-year differences in performance across the Group.
4.
A reconciliation of adjusted diluted EPS to basic EPS is shown in the
financial statements.
5.
Free cash flow, a key measure o
f shareholder value creation, is de
fined
as all cash flows be
fore M&A and dividends. It includes all mandatory
payments the Group makes such as interest, tax, and exceptional items. A
reconciliation of free cash
flow to statutory cash flow statement is shown
in the Financial review.
Contents
Strategic report
Key messages
02
At a glance
04
Chair’s statement
06
Chief Executive review
08
Our strategy
10
Our markets
18
Our sustainable solutions
20
Our business model
22
Key performance indicators
24
Segmental review
28
Financial review
35
s172 statement
44
Stakeholder engagement
45
Key Board decisions in 2024
52
Sustainability
54
Principal risks and uncertainties
90
Governance
Governance at a glance
99
Letter from the Chair of the Board
100
Board of Directors
102
Executive Leadership Team
104
Governance Framework
105
Activities of the Board
106
Purpose, values and culture
108
Division of responsibilities
109
Composition, succession and evaluation
110
Nomination Committee
112
Audit, Risk & Ethics Committee
116
Independent Review
122
Safety & Sustainability Committee
124
Letter from the Chair of the Remuneration Committee
126
Remuneration Policy
128
Our executive remuneration at a glance
129
Executive directors’ remuneration
130
Workforce reward
140
Remuneration Committee
144
Chair of the Board and non-executive directors
146
Directors’ report
147
Group financial statements
Consolidated income statement
152
Consolidated statement of comprehensive income/expense
153
Consolidated balance sheet
154
Consolidated statement of changes in equity
155
Consolidated cash flow statement
157
Notes to the financial statements
159
Company financial statements
Company balance sheet
239
Company statement of changes in equity
240
Notes to the Company financial statements
241
Independent auditor’s report
248
Additional information
Five year summary (unaudited)
265
Information for shareholders
266
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
01
Governance
Financial statements
A very
dif
ficult year
for Wood but
a path ahead
Independent
Review and
prior year
restatements
FY24
financial
headlines
Key messages
Performance in 2024 was behind expectations
•
Adjusted EBITDA and adjusted EBIT were behind our
expectations, with an especially weak second half of trading
despite additional management actions, including cancelling
executive and employee bonuses
•
Excluding the cancellation of bonuses, adjusted EBIT before non-
exceptional Independent Review charges was down 44%, reflecting
the significant contract losses recognised in the year
•
While some of the trading weakness re
flects a tough macro
environment, some of the challenges stem from losses on one
contract in Consulting and three contracts in Operations
•
There were a significant level o
f exceptional charges in 2024, including
further losses on LSTK and large-scale EPC contracts, professional
fees related to the Independent Review and other contract losses
Independent Review findings
•
To support the integrity of our
financial reporting, the Board
commissioned an Independent Review led by external specialists.
The Independent Review focused on reported positions on
contracts in Projects, accounting, governance and controls
•
As a result of the Independent Review, Wood identi
fied material
weaknesses and failures in the Group’s
financial culture within
Projects and engagement between Group Finance and Projects,
inappropriate management pressure and override to maintain
previously reported positions, including through unsupported
dispensations, and/or lack of evidence in respect of accounting
judgements. In addition, issues were identified with the application o
f
accounting standards and a number of prior year adjustments were
required
•
The cultural failings appear to have led to instances of information
being inappropriately withheld from, and unreliable information being
provided to, our auditor
•
No material issues were identified in our three other business
units (Consulting, Operations, and Investment Services)
•
Short term remediation steps were taken to safeguard the
preparation of these
financial statements
•
Further significant remediation steps are being taken, both in
response to the findings o
f the Independent Review and a wider
assessment of the control environment, to strengthen the Group’s
financial culture, governance and controls
•
Revenue (pre-exceptional) of $5.5 billion
was down 1% compared
to last year with growth in Operations offset by a signi
ficant
decline in Consulting and a small decline in Projects
•
Performance lower than previously reported in our Trading
Update on 14 February 2025:
•
Adjusted EBITDA of $285 million
(previously reported $450 million
to $460 million):
•
c.$30 million reduction from change in accounting for cloud-
based software
•
$55 million of non-exceptional Independent Review charges
•
$46 million of losses in Consulting and Operations from certain
contracts, in part due to the extended timeline of the results
process which led to further assessment of contracts in 2025
•
A revised assessment of the classi
fication o
f some charges
from exceptional items to adjusted results
Further details of the Independent Review can be found in the
Audit, Risk and Ethics Committee section.
John Wood Group PLC
Annual Report and Financial Statements 2024
02
Events from HY24 results led to the Independent Review
being commissioned
•
We decided to publish HY24 results without a review from our
auditor in order to preserve the planned publication timetable – a
decision made in the context of Sidara’s withdrawal of interest a
couple of weeks before
•
To increase our refinancing options, we subsequently asked
our auditor to complete their review and they declined, raising
concerns which resulted in discussions with them regarding their
ability to continue as our auditor
•
Subsequent dialogue with our auditor led to the Board
commissioning the Independent Review in November 2024
(covered below)
•
We note that the auditor’s report is modified as explained in the
Chair’s statement on page 6
Cash generation has yet to materialise for the Group
•
While operating cash flow continued to improve, we saw a
free
cash outflow o
f $153 million in the year, despite the bene
fit o
f
actively managing working capital at the year end
•
Future expectations for cash generation were signi
ficantly lowered in
February 2025 reflecting weaker trading, working capital challenges,
increased advisor costs and a revised view of legacy claim liabilities
Net debt broadly flat a
fter business disposals
•
Net debt excluding leases at 31 December 2024 of $683 million
(2023: $694 million), after combined disposal proceeds in 2024 of
$170 million
Average net debt higher, refinancing plans delayed
•
Average net debt excluding leases around $1.0 billion throughout
the year (2023: c.$0.8 billion)
•
Uncertainty following HY24 results and the absence of reviewed
accounts led to delays in the refinancing o
f the Group’s debt
Conditional offer from Sidara
•
Announced offer of 30 pence per share on 29 August 2025
•
Important milestone for the Company, providing a foundation for
the road ahead
The Independent Review impacted preparation of the
FY24 financial statements, audit and Annual Report
publication
•
The complexity and volume of the issues identi
fied and the
existence of management override meant that many key
judgements could only be made by Wood, and subsequently
audited, once the Independent Review had concluded
•
As a result of the Independent Review a number of senior
leaders left the organisation and ongoing remediation actions
were implemented to strengthen the control and governance
environment in order to safeguard the integrity of information
used to prepare the financial statements. The loss o
f knowledge
and time to implement the changes also increased complexity
and extended the timeline
•
As discussed in the Financial review, management undertook
further review of the relevant contracts to con
firm quantum,
nature and period of the adjustments and whether they should be
considered exceptional
•
This process led to both a reduction in net assets and a number of
time-period changes
•
Adjusted EBIT of $81 million (previously reported $205 million to
$215 million):
•
$55 million of non-exceptional Independent Review charges
•
$46 million of losses in Consulting and Operations from certain
contracts, in part due to the extended timeline of the results
process which led to further assessment of contracts in 2025
•
A revised assessment of the classi
fication o
f some charges
from exceptional items to adjusted results
•
Both adjusted EBITDA and adjusted EBIT performance bene
fitted
from the cancellation of bonuses ($36 million). Excluding this,
both were significantly lower year-on-year
•
Independent Review, management review and auditor challenges
led to significant prior year restatements.
While it has been
dif
ficult to determine the exact timing o
f certain adjustments
between financial years, we are confident on the 2024 end position
Additionally, management’s detailed review of
accounting policies identified
further changes, including:
•
Cloud-based software is now classed as ongoing software
expenses within the income statement (previously capitalised),
with configuration costs reclassified as exceptional
•
This change reduces FY23 adjusted EBITDA by c.$25 million, with
no material impact on adjusted EBIT (as expense broadly matches
previously booked amortisation charge) or cash flow
•
An updated view on the Aegis Poland contract
•
Reassessment of the balance sheet treatment for contracts with
procurement (agent vs. principal). No net asset or cash impact
The prior year adjustments
from both the Independent Review
and these management reviews led to a $16 million net reduction to
adjusted EBIT in FY23 and a net $77 million of additional exceptional
charges recognised, mostly in relation to LSTK contracts
•
Impairment of goodwill and intangible assets of $2.2 billion
as
covered in the Financial Review
•
Exceptional items of $425 million
include further charges related
to LSTK and large-scale EPC contracts, asbestos-related charges,
the costs of our Simpli
fication programme, costs
for cloud-
implementation and onerous IT contracts, and charges relating to
the Independent Review
•
Free cash outflow o
f $153 million
reflects the low adjusted EBIT,
high interest cost, high tax charge and $119 million of exceptional
cash costs
•
Adjusted diluted loss per share of 14.1c
, with basic loss per share
of $3.97
•
Net debt (excluding leases) was $683 million
at 31 December
2024, although it was around $1.0 billion on average throughout
the year
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
03
Governance
Financial statements
71%
Energy
Oil & Gas | Hydrogen | Carbon Capture
Energy security: Delivering safe, reliable and
affordable energy
Energy transition: Enabling a low-carbon energy future
End markets:
At a glance
c.35k
People
c.60
Countries
160+
Years of history
23%
Materials
Minerals | Chemicals | Life Sciences
Raw materials demand: Sustainably deliver
key energy transition minerals and chemicals
Life Sciences growth: Advanced, scalable
manufacturing post-pandemic
and engineering across
Deliver solutions that transform the world.
Remarkable people, trusted by clients to
design, build and advance the world.
Listen up
Lift others up
Stand up
Team up
Speak up
Don’t give up
Everything we do is with an unwavering commitment
to what we believe in and how we behave:
Care
Commitment
Courage
Europe 28%
Americas 34%
Middle East & Africa 21%
Asia Pacific 17%
6%
Other
See more in Our markets section on page 18
To find out more visit:
woodplc.com/ourbusiness
Geographic split, share of Group revenue
Our vision
Our mission
Our values
Our behaviours
Wood today:
The outcome of the Independent Review identi
fied
failings in the
application of our values and behaviours. This is covered in detail on
pages 122 to 123, including the steps we are taking to put this right.
28%
17%
34%
21%
John Wood Group PLC
Annual Report and Financial Statements 2024
04
How we are organised
1
1.
The Group also includes Investment Services (5%) which manages a number of legacy activities and liabilities, and includes our Turbines joint ventures.
The most notable areas are activities in industrial power and heavy civil engineering. In August 2025, the businesses within Investment Services were
moved into other business units. We will continue to report the results of Investment Services separately.
Adding value throughout our clients’
investment lifecycle.
• Technical consulting
• Digital consulting
• Decarbonisation solutions
Delivering solutions for complex,
high-value capital investments.
• Design: FEED (front end engineering
design), long-lead procurement
• Deliver: PMC (project management
consultancy), EPCm (engineering,
procurement and construction
management), detailed design,
start-up
• Upgrades and expansions
Providing essential services that keep
the world’s most critical industries
performing.
• Modifications
• Operations
• Maintenance
• Asset management
$660
m
Revenue
$20
m
Adjusted EBIT
End markets by revenue
$2,003
m
Revenue
$38
m
Adjusted EBIT
$2,542
m
Revenue
$94
m
Adjusted EBIT
End markets by revenue
End markets by revenue
3,628
People
13,987
People
14,616
People
% of Group revenue:
12%
% of Group revenue:
37%
% of Group revenue:
46%
Materials
Energy
Other
73%
12%
15%
Materials
Energy
Other
52%
44%
4%
Materials
Energy
Other
90%
9%
1%
Unlocking
LNG potential
down under
Working
towards cleaner
European skies
Reducing
TotalEnergies’
flare gas in Iraq
Read more on page 29
Read more on page 31
Read more on page 33
Consulting
Projects
Operations
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
05
Governance
Financial statements
Chair’s statement
A very dif
ficult time
for Wood
This has been an incredibly challenging
period for Wood and a painful one for our
shareholders. This year’s annual report
has been published significantly later than
planned and addresses the issues we faced
in 2024 and so far in 2025. Importantly,
we also cover the steps we have taken to
address these issues to provide stability for
the business and deliver the best possible
value for our shareholders.
I am personally very disappointed at the
situation we find ourselves in, including
the impacts of instances of the business
not communicating issues openly with our
auditor, and the consequences this has had
for all of our stakeholders.
In addition to this, our underlying financial
performance in 2024 was disappointing.
We continued to be significantly cash flow
negative and our net debt (excluding leases)
averaged $1.0 billion throughout the year, and
indeed continued to rise in 2025. Our statutory
results showed a loss per share of $4.03,
following a signi
ficant impairment o
f goodwill
and further signi
ficant exceptional charges.
The Sidara offer announced in August 2025,
discussed below, is an important milestone
for the Company, providing a foundation for
the road ahead.
Background
Since 2017, Wood has been significantly
impacted by multiple issues including
regulatory fines, significant loss-making
contracts, restructuring charges and
litigation payments. Wood has not
generated any sustainable free cash
flow
since 2017, with a total free cash out
flow
from 2017 to 2024 of approximately $1.5
billion. This cash outflow was mitigated
by multiple business disposals over the
years, creating a smaller business with a
capital structure the Board considers is
unsustainable.
Roy A Franklin
Chair
In late 2022, Wood announced a new
strategy to turn around the business. This
strategy focused on our core strengths of
engineering across energy and materials, as
well as a de-risking of the business through
exiting large-scale lump sum turnkey (LSTK)
and major EPC work. Whilst some progress
has been made, it has taken far longer than
expected. The business has grown less than
anticipated and additional cost-saving
programmes, with their associated cash
costs, have been required. Furthermore,
the process of moving away from riskier
contract types has been more costly than
expected, including the cash flow impacts
of the shift in the working capital dynamics
of the Group as we moved away from
contracts that typically included large
upfront cash receipts.
Independent Review
We recognised a series of exceptional charges
relating to a number of LSTK and large-scale
EPC contracts in our HY24 results in August
2024. After careful consideration, we decided
to publish these results without a review from
our auditor in order to preserve the planned
publication timetable – a decision made in the
context of Sidara’s withdrawal of interest a
couple of weeks before.
Subsequent discussions to obtain a review
of the HY24 results, to enable a planned
refinancing, led to a discussion with our
auditor about their ability to continue. This
was followed by the decision, in response
to dialogue with our auditor, to commission
the Independent Review.
We commissioned Deloitte LLP to
conduct the Independent Review, with
additional work by our external counsel.
The Independent Review focused on
reported positions in Projects, accounting,
governance and controls. We published the
headline findings o
f the Independent Review
in March 2025, including the expectation
that there would not be any material
impact directly from the Independent
Review on the Group’s ability to generate
cash in the future.
However, as a result of the Independent
Review, we identified material weaknesses
and failures in the Group’s
financial culture
within Projects and engagement between
Group Finance and Projects. This included
inappropriate management pressure and
override to maintain previously reported
positions, including through unsupported
dispensations, and over-optimism and/or
lack of evidence in respect of accounting
judgements. The cultural failings appear to
have led to instances of information being
inappropriately withheld from, and unreliable
information being provided to, our auditor.
It has also led to new judgements on the
most appropriate accounting standard
to be used, in some cases based on the
facts and circumstances identi
fied by the
Independent Review. Together, these have
led to a number of prior year adjustments
to the Group’s income statement and
balance sheet. Further details of the
Independent Review can be found in the
Audit, Risk and Ethics Committee section.
The Independent Review identified
important and dif
ficult findings that the
Board has taken very seriously, including
a failure of governance and oversight at
many levels. Since the Independent Review,
the Board has committed significant time
and effort to ensure that we take actions
to substantially improve our financial
culture, governance and controls and has
implemented a detailed remediation.
Further details of the remediation actions
we have taken are covered in detail in the
Financial review.
Delay in accounts and share
suspension
Given the timing and complexity of the
Independent Review, and the issues
identified, more extensive work was
required to complete the audited accounts
and publication was delayed beyond the 30
April 2025 deadline set by the UK Disclosure
Guidance and Transparency Rules. As a
result, our shares were suspended from
listing and trading from 1 May 2025.
The timetable to publish this report was
impacted by many issues, including the
need to safeguard the preparation of
the financial statements and ensure the
integrity of our data. We also had to
ensure suf
ficient time
for the Board to
implement appropriate processes around
the integrity of information provided
to the auditor given the findings o
f the
Independent Review. The issues identified
by the auditor led to a lower materiality
threshold, increasing sample sizes and
bringing additional subsidiaries into scope,
many for the
first time. Furthermore, many
key judgements could only be made by
Wood, and subsequently audited, once the
Independent Review had concluded, thereby
also significantly extending the timeline.
While audit guidelines suggest that auditors
continue to perform procedures to achieve
the best possible audit outcome, the Board
decided to bring the audit to an earlier
conclusion than would otherwise have been
the case in order to prioritise the publication
of the accounts and not cause delay to
the Sidara transaction or associated
refinancing.
The audit report included within this annual
report includes a disclaimer of opinion in
relation to the Group’s loss for the year,
including comparatives, and a qualified
opinion, solely in respect of the comparative
information, on the Group’s balance sheet
due to a limitation of scope, and draws
attention to the material uncertainty
related to going concern.
Importantly, the audit report in respect
of the FY24 balance sheet is not subject
to a disclaimer of opinion. The audit
report reflects the significant challenges
faced when auditing our accounts in light
of the Independent Review, as well as
the significant business uncertainty the
Company faces.
John Wood Group PLC
Annual Report and Financial Statements 2024
06
Upon publication of our half year results
for 2025, we intend to apply to the FCA to
seek re-admission of our shares to listing
and trading. Accordingly, we anticipate our
shares will soon return to trading.
Reduction in the Group’s net assets
The net assets of the Group as at 31
December 2024 are significantly lower
than as at 31 December 2023 and reflect a
significant impairment o
f goodwill as well as
a series of signi
ficant adjustments made as a
result of the Independent Review and audit.
This reduction in net assets required the
Company to seek from shareholders a
temporary disapplication of the borrowing
limit in our articles of association.
Shareholders approved this disapplication
on 23 October 2025.
FCA investigation
Following the Independent Review, the
Company was notified by the FCA o
f its
commencement of an investigation into
Wood covering the period from 1 January
2023 to 7 November 2024. Wood is
cooperating fully with the FCA in relation to
this investigation.
Steps taken to stabilise the
company in 2025
On 14 February 2025, we announced that
we were undertaking a detailed, holistic
assessment of all potential re
financing
options given that the majority of the
Group’s debt facilities expire in October
2026. The absence of auditor-reviewed
HY24 results limited the refinancing options
available to the Group.
We have been in regular discussions with
our lenders, putting in place multiple
covenant waivers. This process extended
through to the end of August 2025 when
we agreed the amendment and extension
of our existing committed debt facilities
to October 2028, subject to shareholder
approval of the Sidara acquisition, as
described below.
We also agreed an alternative stable
platform for the Company should the
Sidara acquisition not complete. Further
details of this were included in the Rule 2.7
announcement issued on 29 August 2025.
The Company has also successfully
progressed its non-core disposal
programme with the completion of the sale
of Kelchner and the announcement of the
sales of: (a) the Group’s interest in the RWG
turbines joint venture and (b) our North
American transmission and distribution
business. Together, these disposals are
expected to deliver proceeds ahead of the
previously announced $150 million to $200
million targeted for this year.
While we continue to have confidence in
Wood’s underlying business opportunities,
end markets, and long-term growth
potential, the Company requires substantial
new capital on an accelerated basis and a
time-critical solution for re
financing.
Sidara acquisition
In April 2024, we received an approach
from Sidara in relation to a possible offer
for Wood. After signi
ficant engagement
with both Sidara and our shareholders, we
provided access to due diligence to see if a
firm o
ffer could be made at 230 pence per
share. In August 2024, Sidara announced
that it did not intend to make a firm o
ffer
for Wood, citing rising geopolitical risks and
financial market uncertainty.
In February 2025, we received a new
approach from Sidara that was followed
in April 2025 by a holistic non-binding
conditional proposal, comprising a possible
offer of 35 pence per share, together with
a possible capital injection of $450 million.
This offer was reduced to 30 pence per
share in August 2025 when Sidara had
completed its due diligence and made a
formal offer for Wood.
In parallel, the Board, together with our
financial advisers, explored a range o
f
alternative refinancing and recapitalisation
options with a view to providing Wood with
an appropriate and sustainable long-term
capital structure.
Since the start of the offer period, Wood
has received a number of expressions of
interest from, and engaged with, other
parties in relation to a possible offer for
Wood. However, at the time of publishing
this Annual Report, no proposal other than
the acquisition, written or verbal, has been
made for the Wood Group and Wood does
not have any discussions ongoing with, and
is not in receipt of any approach from, any
party other than Sidara.
Having carefully considered the viability of
these options, the Board
believes that the
Sidara offer represents the best option
available to our shareholders, lenders and
wider stakeholders. The Acquisition provides
certain cash value for Wood shareholders at
30 pence per share compared to alternative
options that the Wood directors believe
would likely generate materially less, and
potentially zero, value for shareholders.
Importantly, the acquisition also provides
a capital injection of $450 million, of which
$250 million will be available to Wood from
the point at which (among other things)
Wood shareholders approve the Acquisition
until October 2028, irrespective of receipt
of regulatory approvals. The Acquisition
also enables the amendment and extension
of our existing committed debt facilities
as discussed above. This additional capital
is essential to fund the business over the
longer term.
Changes to the Board
We continue to assess the size and
composition of the Board to ensure we
have the right balance of skills to meet our
requirements. Three non-executive directors
decided not to stand for election or re-
election at our Annual General Meeting
(AGM) in June 2025 due to a combination
of retirement and the exceptional time
commitment required alongside executive
roles given the Group’s current situation.
The Board thanks Sue Steele, David
Lockwood and Catherine Michel for their
contributions to Wood. Paul O’Donnell
joined Wood as a Non-Executive Director in
July 2025.
In April 2024, Arvind Balan joined as Chief
Financial Of
ficer
following the retirement
of David Kemp. Arvind resigned in February
2025 and was replaced later that month
by Iain Torrens as Interim Chief Financial
Of
ficer. Iain has been instrumental in
driving the necessary change in our finance
team and has brought significant relevant
experience to the financial challenges we
face.
In June 2025, we announced that I would
step down from the Board as soon as there
was greater clarity regarding Wood’s future
direction. The publication and approval
of the 2024 accounts and the upcoming
shareholder vote on the Sidara transaction
brings this clarity and, as such, I will step
down following the shareholder meeting at
which these accounts are laid before our
shareholders.
In October 2025, we announced that Ken
Gilmartin will step down as CEO after the
upcoming shareholder vote on the Sidara
transaction and, on behalf of the Board,
I would like to wish Ken all the best for
the future. I am pleased that Iain Torrens
will take over as our new CEO. Iain has
demonstrated experience, leadership and
decisiveness to guide the business through
a very challenging period since he joined
earlier in the year and is well-placed to lead
Wood into its next chapter.
Looking ahead
We are now focused on improving the
execution of the Company’s strategy for
our clients and employees, while delivering
an outcome that delivers the best possible
value for our shareholders.
I would like to end by thanking Wood’s
employees and clients for the continued
support they have given us during this
very dif
ficult time and, on behal
f of the
Board and the Company, I thank all of our
shareholders for your patience.
Roy A Franklin
Chair
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
07
Governance
Financial statements
Ken Gilmartin
Chief Executive
Financial results
Revenue
Group revenue (pre-exceptional) was
down 1.3% at $5.5 billion with growth
in Operations offset by lower revenue
in Consulting, which operated against a
weaker energy market backdrop as the
year progressed, and lower revenue in
Projects. Group performance was weaker
in the second half of the year as market
conditions tightened.
Profitability
Performance in the year was behind our
expectations, with weaker than expected
profitability across our businesses, most
notably in Consulting where adjusted EBIT
was 68% lower following $22 million of
losses incurred on one contract. Group
performance was weaker in the second half
of the year, re
flecting both weaker revenue
and contract challenges across all business
units.
The weaker than expected revenue
performance across all our businesses meant
that the previously anticipated stronger
second half did not materialise. In response
to this, we took the dif
ficult decision to
cancel all executive and employee annual
bonuses for the year, originally planned to be
around $36 million.
Group adjusted EBITDA of $285 million
was down 25% compared to last year
(restated), including the impact of $55
million of non-exceptional Independent
Review related charges, $46 million of losses
in Consulting and Operations from certain
contracts (in part due to the extended
timeline of the results process which led to
further assessment of contracts in 2025),
plus a number of changes to our historical
accounting policies including the change to
our accounting for cloud-based software, as
covered in the Financial review.
Given that two significant costs in our
business (leases and the amortisation of
capitalised IT spend related to engineering
software) are not included within adjusted
EBITDA, the Board believes that adjusted
EBIT is a better metric to measure
performance. It is also more closely aligned
to our ability to generate cash. We therefore
announced in February 2025 that adjusted
EBIT would be used as our primary adjusted
profit measure going
forward.
Group adjusted EBIT before non-exceptional
Independent Review charges was $136
million, down 24% on last year (restated),
despite the cancellation of bonuses.
Excluding this, adjusted EBIT before non-
exceptional Independent Review charges was
down 44%, reflecting the significant contract
losses recognised in the year.
Chief Executive review
This has been an incredibly challenging
period for Wood, with a disappointing
performance throughout 2024, continued
cash challenges, the need for an
Independent Review and its resultant
dif
ficult findings which highlighted
significant
failings in our culture and
approach.
Despite these significant challenges,
we remained focused on executing the
fundamentals of our strategy throughout
2024: simplifying our business, winning
the right kind of work in our core markets,
and delivering performance excellence
for our clients. We have made progress
on our strategy, but the pace of business
improvement has been too slow.
Our order book at year end stood at $5.8
billion, reflecting continued confidence
from
our clients in our ability to deliver high-
quality, complex consulting, engineering,
and operations solutions across energy
and materials markets, as well as our
track record of delivery and the quality of
our people. Strategic wins with key clients
(including ADNOC, bp, Chevron, Equinor,
ExxonMobil, Saudi Aramco, and Shell)
reinforce our position as a trusted partner in
designing, building, delivering, and optimising
critical infrastructure around the world. We
thank our clients for their continued support.
Statutory results
Revenue of $5.2 billion was down 6%
compared to last year. Included within
revenue is $334 million of exceptional
revenue, as discussed further in the
Financial review.
We made an operating loss in the period
of $2.6 billion. This primarily re
flects an
impairment of goodwill and intangibles of
$2.2 billion and exceptional charges of $425
million.
We made the strategic decision to exit
LSTK and large-scale EPC work in 2022. The
exit from this type of work has taken time,
with multiple contracts being wound down
and significant costs being incurred. In total,
charges of $67 million were recognised in
2024 relating to these projects. While the
strategic shift in our business away from
LSTK and large-scale EPC is now complete,
with the final contract exited during H1
2024, a number of legacy liabilities remain.
We believe that the positions have now
been significantly derisked in the balance
sheet and expect to see the positions settle
through 2025, 2026 and beyond.
In addition, we recognised a $267 million
exceptional charge relating to Aegis
Poland, a legacy LSTK contract, to reflect
the receipt of a preliminary claim from
USACE. Currently, insuf
ficient evidence
exists to demonstrate the strength of our
claim and defence under the stringent
requirements of IFRS 15, that revenue
previously recognised was highly probable
not to reverse. We are continuing to engage
the USACE on this matter and, as the facts
supporting the underlying claim are shared
and we prepare for trial, we expect the
outcome to significantly improve.
Exceptional charges also include $54 million
of costs to implement our Simpli
fication
programme, and $29 million of charges
relating to the Independent Review and the
challenges faced by the auditor in light of
the findings o
f the Independent Review and
implications for governance, culture and
control.
Cash performance
Free cash outflow was $153 million,
representing operating cash flow o
ffset by
our high level of lease payments, interest, a
high amount of tax paid and $119 million of
exceptional cash costs.
Net debt excluding leases was broadly flat
year-on-year at $683 million, although
average net debt throughout the year was
significantly higher at around $1.0 billion
(2023: around $0.8 billion). The reduction
at period end reflects both the disposal
receipts from the EthosEnergy disposal
which completed on 31 December 2024, as
well as our continued active management
of both receivables and payables.
Further details of our cash performance,
including our financing challenges, debt
facilities and covenant performance are
included in the Financial review.
John Wood Group PLC
Annual Report and Financial Statements 2024
08
Independent Review
In November 2024, we announced that, in
response to dialogue with our auditor, we had
agreed to commission an Independent Review
to be performed by Deloitte LLP, focusing on
reported positions in Projects, accounting,
governance and controls.
The findings o
f the Independent Review, and
in particular the instances of management
override, undermine the very culture on
which we pride ourselves. One further
output of the Independent Review was
that the cultural failings appear to have
led to instances of information being
inappropriately withheld from, and unreliable
information being provided to, our auditor.
Such an outcome is equally unacceptable.
The journey to fully rebuild Wood will take
some time. However, the Board has taken
the tough decisions to refresh our leadership
and, alongside Iain, to frame and implement
the steps required to rebuild the business.
The findings o
f this review are discussed in
detail in the Financial Review and the Audit,
Risk and Ethics Committee section.
Challenges faced in 2024
As discussed, business performance in 2024
was behind our expectations. A number
of these challenges were re
flective o
f a
tougher trading environment, including
client hesitancy around key programmes
given political and regulatory uncertainty.
However, some of the challenges we faced
were from our own performance issues
with $46 million of charges within adjusted
EBIT before non-exceptional Independent
Review charges relating to losses on one
contract in Consulting and three contracts
in Operations. The gap in trading compared
to expectations led us to make the dif
ficult
decision in the fourth quarter to cancel all
employee bonuses.
Progress on our strategy despite
these challenges
We set out our profitable growth strategy
in November 2022 that sought to grow the
Company and turn around our performance.
While some progress on this has been made,
and we remain confident that the overall
strategy is the right one, the operational
execution has been mixed and the
turnaround of Wood is taking longer than
expected.
Safety performance
We delivered a strong safety performance
throughout the year. Despite the complexity
of our work and the potential for macro-
level distractions to heighten operational
risk, our teams remained focused on safety
and wellbeing. This was supported by the
launch of our ‘Make it Home’ campaign,
which reinforces our non-negotiable
commitment to ensuring everyone gets
home safe, always.
People progress
We continued to make progress throughout
the year on our people strategy, with
increased employee engagement scores in
2024 compared to 2023. While we are mindful
of the signi
ficant challenges the business
has faced, and the impact this has on our
employees, voluntary attrition rates remained
low, with this trend continuing into 2025.
Simplification programme
We started a Simplification programme in
March 2024 to reduce our cost base. The
programme was expected to generate
annualised savings of around $60 million
from 2025, with a bene
fit in 2024 o
f around
$10 million. While the expected benefits
of this are re
flected in our results
for 2024,
with a reduction in central costs, these were
partly offset by the contract challenges
described above.
The Simplification programme was extended
in February 2025 to target further savings.
Disposal programme
We continue to review our portfolio in line
with our strategic priorities to be selective
in our markets and capabilities, and to
simplify our business.
We sold the CEC Controls business in
August 2024 for $30 million. This business
was deemed non-core primarily as it has a
different client group to our core business,
with a focus on the automotive sector
outside our focus markets of energy and
materials.
We completed the sale of our stake in the
EthosEnergy turbines business in December
2024 for $138 million. This was a joint
venture for the Group, and as control was
outside the Group, this was also deemed
non-core.
Order book and business wins
Despite the significant challenges the
business has faced, Wood remains well
placed to benefit
from signi
ficant long-
term growth drivers across the energy
and materials markets, supported by our
technical expertise and long-term client
relationships. The Company has continued
over the last 18 months to receive strong
support, including new awards, from our
client base.
Our order book at 31 December 2024 was
$5.8 billion. Business wins during the year
included:
•
A new master services agreement for
EPCm services for bp
•
A 6-year contract with Shell for the
world’s largest floating o
ffshore LNG
facility in Australia
•
Contracts with TotalEnergies for
flare
gas recovery in the UK North Sea and Iraq
•
A detailed engineering design scope for
Woodside’s Trion project in the Gulf of
Mexico
•
A significant EPCm contract with OMV
Petrom for a sustainable aviation fuel
facility in Romania
•
An EPCm contract with Antofagasta
for its Nueva Centinela copper project in
Chile
Proposed Sidara acquisition
The proposed Sidara acquisition announced
on 29 August 2025 brings us closer to
finalising a challenging chapter in Wood’s
history. The acquisition by Sidara will help
address our near-term liquidity challenges
and strengthen the Company in the longer
term. Sidara values our people, our brand
and the deep client relationships we have
built over the years. Together, we will be
in a stronger position to deliver for our
clients, achieve our potential and look to
establish an energy leader that leverages
the expertise and knowledge of both
companies.
Improving our employee
experience and culture
The challenges we have faced in 2024, and
into 2025, have not only greatly impacted
our shareholders but also our employees,
with cancelled bonuses and delayed pay
rises as well as the fall in share price
impacting the thousands of employees
who own shares themselves. Our focus
going forward is on rebuilding our culture,
making the necessary changes following the
Independent Review, investing in our people
and restoring their faith in Wood as an
employer of choice.
Changes to leadership
In early 2024, we made a number of
changes to the leadership team as we
focused on delivering our strategy and
positioning the business to grow. However,
as the events of 2024 unfolded and we
understood the findings o
f the Independent
Review, further changes became necessary
in 2025, reducing the overall size of
the leadership team and refocusing on
stabilising the business and reducing costs.
Our Executive Leadership Team enters this
next chapter with determination and belief
in the underlying strength of our business
to build back and assure a strong future for
this company.
In October 2025, I informed the Board of
my intention to step down as CEO after the
upcoming shareholder vote on the Sidara
transaction, after which Iain Torrens will
become CEO. I want to thank our people for
their commitment, and our clients for their
continued support throughout a challenging
period and I am confident that greater
times are ahead for Wood.
Ken Gilmartin
Chief Executive
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
09
Governance
Financial statements
Progressing our
strategy.
Our strategy has three
pillars focused on the aims
of achieving
profitable
growth
for our business and
shareholders, building an
inspired culture
for our people,
and delivering
performance
excellence
for our clients in
Energy and Materials markets.
A higher-grade business
Growth in priority markets and
geographies, focusing on low
project risk, high-quality earnings
and sustainable free cash
flow.
Creating a great place to work
Investing in creating a great place
to work. This means prioritising
employee wellbeing, doing the right
thing, putting sustainability at the
heart of our business and empowering
each other to design the future.
Results focused and delivering for clients
Focused on delivering for our clients.
Maintaining the highest level of ethical
standards and the best quality as we
deliver innovative, sustainable and
reliable solutions to solve complex
problems for our clients.
Market attractiveness
We target large markets where we
can achieve good margins and where
we have strong client relationships to
accelerate growth.
Our ability to win
We target markets where we hold
a leading position based on core
capabilities, an ability to scale talent
and a strong geographic footprint.
Contracting dynamics
We target projects that meet our
preferred low-risk pro
file and pre
ferred
contracting model. We no longer work on
lump sum turnkey and large-scale EPC
projects.
Performance
excellence
Inspired
culture
Profitable
growth
Our strategy
Read more on our strengths that underpin
our strategy on pages 12 to 17
The Group faced signi
ficant challenges in
2024 and in 2025. Our response to these
challenges are covered in the Chief Executive
review on the previous pages.
John Wood Group PLC
Annual Report and Financial Statements 2024
10
Leveraging our strong
competitive positions
across our markets:
Talented workforce
c.35,000
people
World-class expertise,
delivering complex
work in critical
industries
30%
1
of awards primarily due to Wood’s specialist
consulting & engineering expertise
• Experts in sustainable solutions
• Leaders in industrial digitalisation
• Critical mass of in-demand expertise
Long-term client
relationships
45%
1
of awards primarily based on the
strength of trusted client relationships
• Working with the world’s leading
Energy & Materials companies
• Master agreements with top IOCs
• Partner of choice for clients
13%
1
of wins primarily due to excellence in
performance on past projects
• Lifecycle solutions
• Pull-through revenue
• Expanse of innovation
Moved away from LSTK large-scale EPC
High-end consulting & engineering services with low risk profile
Developed significant sustainable solutions business
c.21% of revenue from solutions supporting energy transition
and sustainable materials
2022-2023
2024
Future focus
Refined strategic positioning
Focus on sectors with strongest right to win
ensured strong geographic presence in core markets
Focused on client-service excellence
Prioritised strategic partnerships with key clients
Disposing of non-core businesses
Completed sale of CEC Controls and EthosEnergy
Delivered our Simplification programme
Restructured Projects
Created a simpler operating model to reduce our
cost base and strengthen business controls
Employee engagement
And strong talent retention
Expanding services
With trusted key clients
Expand adjusted EBIT margin
With stronger business mix
Improve cash generation
Through cost savings and improved working capital
Improve financial culture
Deliver remediation plan following Independent Review
Read more on the quality of our client
relationships on pages 12 to 13
Read more on the quality of the
work we deliver on pages 14 to 15
Read more on the quality of our people
on pages 16 to 17
1. Percentages based on the primary reason
stated for client wins, rounded
figures.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
11
Governance
Financial statements
The quality
of our client
relationships.
Our key strengths in focus:
The quality of our client relationships
45%
1
Long-term relationships
Almost half of the business we win
is due to the the strength of client
relationships and trust.
Working with the world’s leading
Energy & Materials clients
Our top 10 clients, the world’s leading
Energy and Materials players, represent
c.40% of Group revenue.
Master agreements with top IOCs
We secured master agreements with
our longstanding clients Chevron,
ExxonMobil, Shell, bp and Woodside for
global consulting, engineering and design.
% of Group revenue:
c.40%
1. Percentages based on the primary reason
stated for client wins, rounded
figures.
John Wood Group PLC
Annual Report and Financial Statements 2024
12
Delivering
world-leading
LNG projects
Shell's Prelude Floating Liquefied
Natural Gas facility is the largest of its
kind in the world.
In July 2024, Wood was awarded a
six-year contract to provide brownfield
engineering, procurement and
construction management (EPCm)
solutions for Prelude in Western
Australia.
The contract builds on Wood's 70-
year global relationship with Shell.
It showcases Wood's expertise in
delivering LNG solutions and cements its
position as a market leader in providing
brownfield engineering solutions across
Australia.
70
year relationship with Shell
Growing our
portfolio with
strategic client
bp
Wood’s decades-long relationship with
major industry player bp continued
in 2024 with the signing of several
strategically significant contracts.
In the central North Sea, Wood was
awarded a scope to deliver topside
modifications supporting bp's
connection to Murlach, its two-well
tieback development. The engineering,
procurement, construction and
commissioning (EPCC) contract
will enhance services to the central
processing facility of the Eastern Trough
Area Project.
Later in the year, a strategic alliance was
formed between Wood and bp focused
on enhancing ef
ficiency, continuous
improvement and value creation across
bp's global Site Projects organisation.
Starting in the North Sea and eventually
expanding into Trinidad & Tobago,
the alliance seeks to improve capital
ef
ficiency within Site Projects.
Finally, in December, Wood was
awarded a trio of agreements to provide
engineering and project delivery services
for bp’s capital projects worldwide.
These contracts cover all of bp's business
units and will see Wood support across
onshore and offshore assets along the
entire value chain.
Driving €1 billion
in clean energy
investments
Wood played a key role in securing more
than €1 billion of funding for its clients
in Europe, enabling three major clean
energy projects to reach final investment
decisions.
Lithuania’s largest onshore wind farm
Wood served as Lenders’ Technical
Advisors in advancing Lithuania’s largest
onshore wind farm. Wood’s Consulting
team guided the developer, Nord/
LB, alongside its banking partners
and the Nordic Investment Bank (NIB)
throughout the pre-finance period.
Once completed in 2026, the 264
megawatt (MW) plant will power over
270,000 households and reduce carbon
emissions by over 200,000 tonnes per
year. Wood remains involved in the
project, overseeing project management
during the construction phase.
Financing for an onshore wind portfolio
in Sweden
Wood was key in facilitating Renewable
Power Capital’s financing
for four wind
farms which are set to signi
ficantly
reduce emissions produced by Sweden’s
industrial sector. As technical adviser,
Wood supported initial investment into
the portfolio followed by further due
diligence to unlock project financing.
Wood will continue to work on the project,
providing expert guidance and supervision
throughout the construction phase.
Owner’s engineer on Catalina’s green
hydrogen project
Catalina’s green hydrogen project is a
first-o
f-its-kind project in Spain, and one
of the
first recipients o
f the European
Hydrogen Bank’s first auction, receiving
€230 million in funding. The project will
combine 1.5 gigawatts (GW) of wind
and solar energy to power a 500 MW
electrolyser to produce green hydrogen.
Wood has also worked on over 70% of
Europe’s offshore wind projects which
now boast a total capacity of 25 GW
across the EU.
This milestone highlights Wood’s
position at the forefront of advancing
Europe’s clean energy agenda through
supporting clients in assessing critical
project factors, including technical and
commercial feasibility.
Our key strengths in action:
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
13
Governance
Financial statements
The quality
of the work
we deliver.
13%
1
Performance excellence
13% of our wins are primarily due to
excellence in performance on a past
project with a client.
Lifecycle solutions
Several major project awards have
been made following successful
delivery of pre-FEED and FEED (e.g.
Saudi Aramco, OMV Petrom and
ADNOC).
Quality delivery
We have expanded our service
portfolio with blue chip majors due to
past exceptional performance driving
confidence in Wood’s ability to deliver,
e.g. our long-term maintenance
solutions contract with Esso.
Innovation in project execution
2024 was a record year for our Global
Execution Centre, achieving nearly
three and a half million work hours
providing world-class, high-value
project expertise to clients.
Our key strengths in focus:
The quality of the work we deliver
1. Percentages based on the primary reason
stated for client wins, rounded
figures.
John Wood Group PLC
Annual Report and Financial Statements 2024
14
Delivering
under pressure
Wood has been working on Chevron's
Anchor project in the Gulf of Mexico
since 2016. It's the world's first ultra-
high pressure deepwater development.
In 2024, Chevron announced first
production at Anchor which has been
designed to operate at 20,000 psi.
Wood was introduced at the beginning
of the project to undertake the challenge
of designing safe and cost-effective
ways to extract resources in ultra-deep
water, made possible by innovative
thinking and value engineering.
20k psi
pressure milestone reached
50%
Wood has designed over 50% of the
deepwater facilities operating in the
Gulf of Mexico
Bringing
client carbon
ambitions to life
In 2024, Wood completed the front-end
engineering design (FEED) scope for
the first phase o
f Aramco's Accelerated
Carbon Capture and Sequestration
project in the Kingdom of Saudi Arabia.
Wood's work in designing critical
aspects of the project will support
the transportation of 9 million tonnes
per annum (MTPA) of emissions and
sequester it within onshore geological
storage by 2027.
Aramco plans to store up to 14 MTPA
of CO2 equivalent by 2035, contributing
to the KSA's goal of 44 MTPA by 2035.
The project saw around 200 Wood
engineers leverage 40 years of experience
in Carbon Capture to drive Aramco's
energy security and transition ambitions
as a long-term client and partner.
200
engineers
20
years of experience
in Carbon Capture
Executing
record work
hours
in 2024
Wood's Global Execution Centre
(GEC), headquartered in Chennai,
India, delivered a record 3.5 million
work hours in 2024.
The GEC provides high-value
engineering solutions to Wood's
clients across all business units
around the world. Home to over
2,600 highly qualified engineers, the
GEC is growing with aims to deliver
6 million hours by 2026.
3.5m
hours delivered in 2024
2,600
highly qualified engineers in our GEC
Our key strengths in action:
Read more at:
woodplc.com/newdepths
Read more at:
woodplc.com/accs
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
15
Governance
Financial statements
30%
1
World-class expertise
30% of our wins are due to our specialist
consulting and engineering expertise.
Experts in sustainable solutions
We were awarded around 2,100
sustainability-related projects across
energy and materials in 2024. Wood is
also leading a Joint Industry Project to
accelerate Carbon Capture, Utilisation
and Storage (CCUS).
Leaders in industrial digitalisation
In 2024, we signed a strategic agreement
with software provider Cenosco to offer
industry clients innovative, integrated
solutions to enhance asset performance.
Critical mass of in-demand expertise
Over 2,000 process engineers.
1. Percentages based on the primary reason
stated for client wins, rounded
figures.
The quality
of our
people.
Our key strengths in focus:
The quality of our people
John Wood Group PLC
Annual Report and Financial Statements 2024
16
Engineering
the talent of
the future
During 2024, we recruited around 1,000
early careers team members including
around 500 graduates globally.
In the past year, the Early Careers team
held 26 virtual workshops, visited 13
locations and conducted 70 face-to-face
workshops, all with the aim of supporting
graduates transitioning from the campus
to corporate life.
The team's efforts were recognised
several times in 2024, receiving the
cHeRries award for learning and
development, and being nominated for
Australia's Top 100 Graduate Employer
and Top 10 Engineering Employer
Awards.
The Early Careers team partnered
with the Talent Acquisition team
and our Developing Professionals
Network to build and integrate the
graduate programme. These initiatives
enable participants to gain a better
understanding of Wood's culture,
capabilities, and opportunities to
support their professional development
and unlock the chance to expand their
networks. The Basra Graduate Scheme
also won the Oil & Gas Middle East
Talent Award in 2024.
Read more about what we’re
doing for the wider early careers
population on page 65
Our key strengths in action:
Read more about the sustainable
fuel project for OMV on page 31
Read more about the Remarkable
People campaign on page 66
Alessandra Parlato
Alessandra Parlato is a remarkable
project leader who consistently
delivers outstanding results for Wood’s
clients. Based in Milan, Alessandra
started her career with Wood in 2007
as a project engineer.
Having always had a keen interest in
engineering, Alessandra studied the
subject in her hometown of Naples
before graduating with a Master’s
degree in Chemical Engineering.
Throughout her career, she has
supported the delivery of numerous
challenging and complex engineering
projects for clients including
ExxonMobil, SOCAR, ENI, Evonik and
most recently OMV Petrom.
In 2021, Alessandra was promoted
to Project Manager, becoming a role
model for other women based at
Wood’s projects hub in Milan. In this
new role, Alessandra was assigned
to lead the Coke Drum Replacement
project at OMV Petrom’s Petrobrazi
Refinery in Romania. This was a
complex and challenging project due
to the scale and schedule. Following
many months of precision planning
and preparatory field works, the entire
drum replacements needed to be
completed in 65 days during a refinery
turnaround to avoid disruption to
the refinery’s output, OMV Petrom
production targets and energy security
for Eastern Europe. During the
turnaround phase, Alessandra worked
on-site at the Petrobrazi Refinery,
recognising the value of co-ordinating
and leading the team from the ground.
Alessandra passionately believes that
building a trusted working environment
where people feel motivated and
recognised is hugely important to
achieving project objectives. Alessandra’s
work with OMV Petrom continues for
the recently secured sustainable aviation
fuel project.
Minacksshi Jagdheesh
Minacksshi Jagdheesh, Chief Quality
Assurance Engineer based in Wood’s
Global Execution Centre headquarters
in Chennai, India, is instrumental in
implementing Company-wide Project
Quality Management Systems.
She has a passion for audits and has
been a recognised Lead Auditor for the
QMS, documenting and supporting
many sectors, divisions and branches in
achieving ISO9001 Certification.
Minacksshi joined Wood in 2022 with
more than 30 years of experience, but
her story goes far beyond her amazing
career journey.
In 2008, Minacksshi received the
devastating diagnosis of a stage three
throat cancer. The news hit her family
hard, but she was determined to make it
through for her family. Now Minacksshi
is committed to supporting others
through similar journeys, spending time
working with NGOs and other charitable
organisations to provide counselling to
those who are living with a terminal
cancer diagnosis.
In her role at Wood, she applies the
skills that she has gained over the
past few years to her work. Resilience,
perseverance and perspective are
important when working on some of the
world’s largest Energy and Materials
projects and she is proud to say that
her personal life has helped her develop
these traits.
Some of her most signi
ficant work
supports detailed engineering projects
for clients such as Suncor, Qatar Energy
and ExxonMobil and Minacksshi says a
favourite aspect of her role is supporting
the development of new talent to
independently lead quality in projects.
Our remarkable people:
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
17
Governance
Financial statements
Our markets
We operate across:
Energy.
1. Oil & Gas refers to upstream and midstream. Chemicals excludes re
fining.
Oil & Gas
1
Our focus is on onshore and offshore production, gas
processing and pipelines where our clients continue to invest in
new and ageing assets, often to improve ef
ficiency and reduce
emissions.
Minerals
Our focus is primarily on minerals for net-zero and
the clean energy transition, for example copper,
nickel and lithium.
Hydrogen
Our focus is on low-carbon hydrogen production in the belief
that it will be a key part of the energy mix by 2050. We expect
increased spend for new-build and retro
fit
facilities, further
incentivised by the US Inflation Reduction Act.
Chemicals
1
Our focus is on prioritising complex integrated
petrochemicals facilities and selected specialty chemicals.
The specialty chemicals market is growing due to the
focus on eco-friendly products and advanced materials.
Carbon Capture
Our core focus in the short term is on capturing carbon from oil,
gas and petrochemical facilities, as well as supporting carbon
dioxide distribution and storage. In the medium term, we see
opportunities to apply this expertise at scale to iron, steel,
cement and waste facilities.
Life Sciences
Our focus is on on-shoring trends, particularly in North
America where our strong engineering and major project
delivery capability, coupled with digital solutions, offers a
differentiated approach.
Materials.
Materials processing and production,
applying circular economy practices
to deliver critical materials
sustainably and responsibly
as we strive for net-zero.
We are leaders in energy, ensuring
safe, reliable and affordable
energy while enabling a
lower-carbon energy future.
Speed, scale and smart solutions are all required
to deliver a net-zero future. Decarbonisation is key
to addressing climate risks and building a more
sustainable world. It's also important to our clients and
presents a growth opportunity for Wood.
As consultants and engineers armed with data, technology
and digital solutions, we work independently to offer
something our consulting and technology competitors
don’t - decades of experience in designing and building our
clients’ assets, and decades of integrating digital solutions.
Our cross-cutting drivers:
Digitalisation
Decarbonisation
John Wood Group PLC
Annual Report and Financial Statements 2024
18
Energy outlook
• Change in US administration
impacting US domestic energy
production, the Paris Agreement
and Inflation Reduction Act
• Energy security and returns are
driving project pipeline activity
Energy security
•
The global Oil & Gas industry is
experiencing substantial capital
investments in key regions including
the Middle East, Asia-Pacific (APAC),
and the US, with emphasis on offshore
projects and natural gas development
• The Middle East is leading a significant
expansion in upstream activities
Energy transition
• More near-term uncertainty than
usual over how energy transition
policies and strategies will evolve
• Global Sustainable Aviation Fuel
(SAF) market is expected to grow
• Growth in nuclear power
Materials outlook
• Steady underlying growth in
Minerals and Chemicals markets
• Contraction in Life Sciences
Minerals and metals
• Challenges in critical minerals
and energy transition materials
markets
Chemicals and refining
• Deferred investments in 2024
leading to delays
Life Sciences
• Continued investments by large
pharma companies
• Growing gap between scale of
small and large projects
2024 saw continued focus on the Middle
East as a strategically important market
for all business units, with $920 million in
contract wins.
The record number of contract wins were
secured across the region, from Iraq,
Kuwait, Oman, Qatar, the Kingdom of
Saudi Arabia (KSA) and the United Arab
Emirates (UAE), where Wood opened its
third of
fice in Sharjah in Q3 2024.
The scopes of work include integrated
front-end engineering design (FEED);
pre-FEED on Aramco's Southern and
Northern Areas project in the KSA;
detailed design, procurement support
and construction and commissioning
assistance for TotalEnergies in Iraq; as
well as a flare gas reduction programme
which has reduced more than 10 million
tonnes of CO
2
per year, demonstrating
Wood's expertise in brownfield
modifications and maintenance.
Digitalisation and Decarbonisation
expertise were also embedded into
projects across the Middle East.
In addition, Wood expanded its
Middle East workforce by around
500 employees during 2024, a
25% increase in UAE alone and is
currently recruiting for a further
~130 roles across the region.
Career development was also a
focus in 2024, with 87 graduates
joining Wood in the Middle East as
part of our graduate engineering
programme.
Case study:
Growth in the
Middle East.
Read more at:
woodplc.com/yearinreview
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
19
Governance
Financial statements
Our sustainable solutions
Aligning our portfolio across Energy Transition and
Sustainable Materials to best deliver on our strategy.
Energy
Oil & Gas | Hydrogen | Carbon Capture
Decarbonisation and Digitalisation across all markets
Leading industry to
Carbon Capture
best practice
2024 saw Wood take the helm of a Joint Industry
Partnership (JIP), focused on creating industry guidelines
for CO
2
specifications to accelerate sustainable Carbon
Capture, Utilisation and Storage (CCUS) projects.
As the first o
f their kind in the industry, the guidelines will
focus on the impact of impurities in CO
2
across the entire
CCUS lifecycle. By creating a CO
2
conditioning standard
to meet safety, environmental, technical and operational
requirements, the guidelines will accelerate the pace and
growth of the CCUS industry.
The JIP aims to collate industry research and the
experiences of operators in the CCUS space to determine
the effects of impure CO
2
in existing Carbon Capture
value chains. The findings
from this determined the
negative impact that impurities from CO
2
capture can
cause from transportation through to storage and
eventual usage.
Identifying this data allowed for the development of
guidelines to af
firm the CO
2
conditioning standards
required to meet the safety, environmental and
operational standards necessary for sustainable CCUS
production.
With CCUS playing a crucial role in reducing emissions
from hard-to-abate sectors, these guidelines will support
the safe and effective design of projects while minimising
operational risks. The project represents a significant step
forward in developing industry-wide CCUS best practice
and the scale of adoption.
We provide hydrogen developers with solutions that support
the economic production and transportation of low-carbon
hydrogen. We offer technology solutions that enable clients to
produce hydrogen from fossil fuels in a cost-effective manner,
while minimising CO
2
emissions.
We bring technical and commercial solutions that enable
clients to safely capture CO
2
, transport and permanently store
it, or unlock value by re-using it for alternative purposes.
We provide advisory, project development, and project
execution services for wind, solar, and energy storage projects,
having stopped large-scale EPC renewables work in Projects.
Hydrogen
We have broad experience in gas monetisation, the delivery
of world-class LNG projects, optimisation consulting as well
as ongoing asset management, maintenance and operations.
This is a relatively small part of our energy offering.
Carbon Capture
Renewable energy
LNG
Wood has a history of study and design work for clean power
generation and has performed projects for various forms of
energy storage, including battery energy storage, compressed
air energy storage, thermal energy storage, and liquid air
energy storage.
Power
Electrification and Battery storage
Read more about which organisations are involved in the JIP at:
woodplc.com/jip
John Wood Group PLC
Annual Report and Financial Statements 2024
20
Sustainable revenue
share of Group
21%
Materials
Minerals | Chemicals | Life Sciences
Meeting the world’s
demand for copper
In Q2 2024, Wood was awarded a contract to expand
the Nueva Centinela copper project in Antofagasta,
Chile, positioning it as one of the world’s top copper
producers.
Operated by Antofagasta Minerals S.A. (AMSA),
Nueva Centinela is one of Chile’s largest mining
investments in recent years. As part of AMSA’s $4.4
billion investment into Centinela, Wood was selected
to drive the expansion of the Esperanza Sur pit,
designed to support the world’s increased demand for
copper.
Appointed as the strategic partner for project
execution, Wood’s scope was defined as managing
the construction of a new concentrating plant, ore-
crushing facility conveyor transportation systems, sea
water pipeline, tailing disposal and facility expansions
and other necessary infrastructure at Centinela port.
First production of copper at the expanded Esperanza
Sur pit is expected in 2027. The increased capacity will
unlock 170,000 copper equivalent tonnes per annum
- enough copper to produce over two million electric
cars.
Wood’s partnership with AMSA on this project
showcases strong expertise in mineral processing and
recognises experience in delivering end-to-end EPCm
services for complex and large-scale projects. Around
130 Wood employees work on this project.
Our expertise in creating waste-to-energy solutions ranges
from small commercial heat generation to large industrial heat
and power plants that process a wide range of feedstock to
materials that would traditionally have been treated as waste.
Waste to energy
We help our clients accelerate the design, construction and
qualification o
f their complex facilities. We apply expertise and
solutions to deliver high-performing and sustainable projects.
Life Sciences
Supporting mining clients, our focus is on minerals supply for
net-zero and the clean energy transition, for example copper,
nickel and lithium. We have a passion for driving forward
minerals and metals projects that are critical to our future and
delivering them safely, cost-ef
ficiently and responsibly.
Minerals processing
Energy transition materials
Sustainable revenue
in 2024
1.1bn
8%
With a strong belief that an effective circular economy can
help to further the pursuit of net-zero, Wood is working with
our clients to deliver innovative, commercially attractive
materials recycling solutions with a focus on plastics and
waste-to-energy projects.
Materials recycling
We deliver solutions enabling the development of sustainable
fuels and materials through the application of low-carbon
processes and utilisation of sustainable feedstocks.
Sustainable fuel/feedstocks
Decarbonisation and Digitalisation across all markets
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
21
Governance
Financial statements
Our relationships
and resources
Our business model
What we do
We aim to create value by delivering differentiated consultancy and
engineering solutions across the Energy and Materials markets.
We are an engineering and consultancy
business providing solutions to clients
across the lifecycle of their projects.
P
r
o
j
e
c
t
s
O
p
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r
a
t
i
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n
s
C
o
n
s
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t
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g
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s
i
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D
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p
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s
e
O
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r
a
t
e
A
d
v
i
s
e
Working together
to bring critical
solutions to clients
1.
Wood Core Industries Survey
(N=250) and Key Markets Survey
(N=250). Expert interviews
conducted by independent
consultant conducted in 2022.
Highly valued by clients
Highest-rated of closest
peers.
1
Outstanding talent
Talented workforce.
Financial investment
Operating cash generation
allows us to invest in the
business, people and systems.
Long-term client
relationships
Decades-long trusted
client relationships with
the firms who invest in
critical infrastructure.
Governance
Risk governance and
operations assurance policies
and processes.
How we work with our clients
One of our key strengths is our ability to form long-term, strategic
partnerships with our clients; we have been working with many of
our key clients for multiple decades.
Our contractual engagements vary from short-term consultancy
lasting a few weeks, to long-term frame agreements lasting multiple
years. Typically our contracts are split into two broad categories:
• Cost reimbursable
• Fixed price services
Read more on page 64
Read more in our Financial
review on page 35
Read more in our risks
section on page 90
John Wood Group PLC
Annual Report and Financial Statements 2024
22
For our people
• Rewarding careers and employee
retention
• A workplace where different
backgrounds, experience and expertise
are welcomed and celebrated
Environmental stakeholders
• Gross carbon reduction
• Enabling our clients to decarbonise
and transition away from fossil fuels
For investors and lenders
• Profitable growth and cash generation
• Total shareholder returns
For our clients
• Best-in-class, consistent delivery
• Leading technical services delivering
smarter, more sustainable solutions
• Track record of delivering industry-
leading projects
For communities
• Significant contribution to local
employment and communities
• Employee matched funding and
community support
For suppliers
• A responsible, collaborative partner
Advise
• Feasibility studies
• Concept design
• Pre-FEED
• Strategy planning
Design
• FEED
• Detailed design
• Owner’s engineer
Deliver
• PMC (Project Management Consultancy)
• EPCm (Engineering, Procurement and
Construction management)
• Commissioning
Operate
• Maintenance
• Modifications
• Brownfield engineering
• Asset management
• Asset optimisation
Repurpose
• Life extension
• Asset repositioning
• Decommissioning
The value we aim to generate
Read more about our strong competitive
positions across our markets on page 11
Read about how we engage with
our stakeholders on pages 44 - 51
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
23
Governance
Financial statements
81
To help the Group assess its performance, our Executive Leadership Team sets targets
and monitors and assesses performance against these targets on a regular basis.
Adjusted EBIT
$m
Key performance indicators
Measuring our performance
Financial
1
Adjusted earnings before interest and tax. A
reconciliation of adjusted EBIT to operating
profit/loss is shown in the Financial Review
on page 35.
2024 performance:
Adjusted EBIT was 52%
lower than last year. This performance
includes $55 million of non-exceptional
charges related to the Independent Review,
lower revenue and contract challenges
across all business units.
2023
2
169
2024
Adjusted EBIT margin
%
Adjusted EBIT as a percentage of revenue.
2024 performance:
Adjusted EBIT margin
of 1.5% compared to 3.0% last year.
Excluding non-exceptional charges related
to the Independent Review, the adjusted
EBIT margin was 2.5%, with the reduction
related to contract challenges across all
business units.
2023
2
3.0
2024
1.5
Free cash flow
$m
Free cash flow is defined as all cash flows
before acquisitions, disposals and dividends.
It includes all mandatory payments the
Group makes, such as interest and tax, and
all exceptional cash flows. A reconciliation
of free cash
flow to our statutory cash flow
is shown on page 40 of the
financial review.
2024 performance:
Free cash flow o
f $(153),
representing operating cash flow o
ffset by
our high level of lease payments, interest, a
high amount of tax paid and $119 million of
exceptional cash costs.
2023
2
(313)
2024
(153)
Revenue from sustainable solutions
$bn
Measure of sustainable solutions as a
proportion of total revenue. Sustainable
solutions consist of activities related to
decarbonisation activity, renewable energy,
hydrogen, carbon capture & storage, power
& electrification, battery storage and LNG.
In the case of mixed scopes including a
decarbonisation element, these are only
included in sustainable solutions if 75% or
more of the scope relates to that element.
2024 performance:
Around $1.1bn of Group
revenue came from sustainable solutions,
representing about 21% of Group revenue.
2023
2
2024
1.2
1.1
For more information on our
financial per
formance see page 35
Order book
$m
Order book is presented as an indicator of
the visibility of future revenue, showing the
orders the Group has to deliver in future
periods. Order book comprises revenue that
is supported by a signed contract or written
purchase order for work secured under a
single contract award or frame agreements.
It does not include Wood’s proportional
share of JV order book.
2024 performance:
Down 7% with a lower
order book in Consulting, Projects, and
Operations.
2023
2
6,199
2024
5,795
Notes
1.
Financial KPIs are shown over a two-year period (financial years ended 31 December 2023 and 31 December 2024). This is a change
from previous
years where a five-year period was included and is the result o
f the Independent Review and resultant prior year adjustments. We believe that,
given these changes, the two-year period shown here provides the clearest view of the development, performance and position of our business.
2. 2023 period restated
Change to KPIs
Adjusted EBITDA and adjusted
EBITDA margin was a focus in
2024, however the Group has
now moved to focus on Adjusted
EBIT and adjusted EBIT margin
from 2025. This change is a better
measure of business performance
with closer alignment to cash flow.
John Wood Group PLC
Annual Report and Financial Statements 2024
24
For more information on our safety performance see page 62
In 2024, our target was to have zero
incidents that resulted in fatality or
permanent impairment.
2024 performance:
We achieved this,
with zero incidents resulting in fatality or
permanent impairment.
Fatality & Permanent
Impairment (FPI)
Total recordable incident rate (TRIR)
per 200,000 work hours
Safety
We continue to monitor performance
using traditional safety metrics to
compare data with previous years.
Total recordable incident rate is the total
of lost time incidents restricted work
cases and medical treatment cases per
200,000 exposure hours. Performance
is inclusive of contractors working under
Wood’s management system.
2024 performance:
Performance
improved significantly in 2024 with a
TRIR of 0.13, compared to 0.18 in 2023.
2021
0.18
0.17
2020
2022
0.17
2023
0.18
2024
0.13
Lost time incident rate (LTIR)
per 200,000 work hours
LTIR measures lost time incidents per
200,000 exposure hours and is inclusive
of contractors working under Wood’s
management system.
2024 performance:
In 2024, we saw a
decrease in the number of incidents
that required our people to have time
off work due to injury, resulting in an
improved LTIR of 0.03, from 0.04 in 2023.
2021
0.02
0.04
2020
2022
0.03
2023
0.04
2024
0.03
Linking our KPIs to our strategy
These are the three strategic pillars
of our focus to meet the needs
of three important stakeholder
groups – our employees, our clients
and our shareholders.
Performance excellence
Profitable growth
Inspired culture
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
25
Governance
Financial statements
Key performance indicators
continued
Measuring our sustainability performance
Our goal is to be leaders in our field in environmental, social
and governance (ESG) and sustainability matters. To assess
our performance in addressing the matters that are most
important to our business and key stakeholders, our leadership
team sets targets, aligned to the UN Sustainable Development
Goals, and regularly monitors progress towards these targets.
ESG ratings
(MSCI)
Delivering our
purpose
ESG ratings are a measure of our
governance of risks related to matters
such as climate change, human rights
and corruption. Achieving top quartile
ESG ratings increases confidence
in Wood’s investment proposition,
supporting our growth.
2024 performance:
Awarded AA Leader
rating from MSCI in 2022 for a 10th
consecutive year, within the top 22%
for Energy, Equipment and Services.
Target:
To consistently rank in the Top
Quartile ESG investment ratings within
our sector group by 2025.
Status:
On track
2023
AA
2020
AA
AA
2021
AA
2022
2024
AA
Read more on pages 56-57
Client support aligned to energy
transition and sustainable materials
Cumulative revenue growth from
sustainable solutions in energy transition
and sustainable materials markets, from
a 2021 baseline. Sustainable solutions
are as detailed on page 24.
2024 performance:
5% cumulative
growth in sustainable solutions revenue
compared to our 2021 baseline.
Target:
To double revenue from
sustainable solutions in energy transition
and sustainable materials markets by
2030, from a 2021 baseline.
Status:
Behind target
2021
baseline
6%
2022
15%
2023*
2024
5%
Read more on pages 56-57
Link to SDGs
Developing an inclusive
and diverse workforce
Diversity in
leadership roles
Link to SDGs
Percentage of senior leadership roles held
by females. Driving greater balance across
our leadership enables better diversity in our
decision-making, greater engagement and
improved retention in our workforce, and
more innovation.
2024 performance:
37% of female leaders in
our organisation, up from 35% in 2023.
Target:
To improve gender balance with
40% female representation in senior
leadership roles by 2030.
Status:
On track
2023
35%
2020
31%
33%
2021
32%
2022
2024
37%
This target was included within our
long-term incentive plan, read more
on page 132
Read more on pages 56-57 and 67
Global Cause contributions
$m cumulative contributions
Value of time, energy and resources
contributed towards our Global Cause
of education to date. Giving our energy,
expertise and funding helps to enable
the growth and sustainability of our
communities and increases workforce
engagement.
2024 performance:
To date, we have
contributed $5.3 million, representing
53% of our 2030 target. This includes
seed funding awards, employee matched
funding, direct
financial and resource
donations and volunteering time.
Target:
To contribute $10 million to our
Global Cause by giving our time, energy,
resources and funding by 2030.
Status:
On track
Positively impacting
communities
Link to SDGs
2023
4.6
2020
0.3
1.0
2021
1.5
2022
2024
5.3
Read more on pages 56-57 and 70-71
*2023 restated due to restatement
of revenue for 2023.
John Wood Group PLC
Annual Report and Financial Statements 2024
26
Managing our
environmental impact
Scope 1 & 2
emissions reduction
Measure of the absolute reduction in Scope
1 and 2 Greenhouse Gas (GHG) emissions
from a 2019 base year.
2024 performance:
In 2024, we achieved
a 75% reduction in Scope 1 and 2 GHG
emissions compared to our updated 2019
baseline, which is a 14% reduction from the
prior year.
Target:
40% reduction in Scope 1 and 2
GHG emissions by 2030, compared to a
2019 base year.
Status:
Ahead
2022
69%
2019
base
year
34%
2020
60%
2021
2023
71%
2024
75%
Read more on page 84-85
This target was included within
our long-term incentive plan,
read more on page 132
Number of Wood of
fices that have
eliminated single-use plastics.
2024 performance:
59% of Wood
of
fices have been assessed as single-
use plastic-free.
Target:
To ensure all Wood of
fices are
single-use plastic-free by 2025.
Status:
On track
Plastics
elimination
2022
7%
17%
2023
59%
2024
Read more on pages 56-57 and 85
Embedding fair
working practices
Labour suppliers signed up to
Building Responsibly
Percentage of labour suppliers and
total suppliers signed up to the Building
Responsibly Principles. Embedding the
Building Responsibly Principles in our
supply chain ensures we create ethical
partnerships that protect worker
welfare and helps to reduce our exposure
to potential human rights violations.
2024 performance:
87% of labour
suppliers are now signed up to the
Building Responsibly Principles.
Target
1
:
100% of Wood labour suppliers
sign up and comply with the Building
Responsibly Principles by 2025.
Status:
On track
Total suppliers signed up to
Building Responsibly
2024 performance:
37% of our total
supply chain are now signed up to the
Building Responsibly Principles.
Target1:
100% of our suppliers sign up
and comply with the Building Responsibly
Principles by 2030.
Status:
On track
73%
2023
87%
2024
22%
2023
37%
2024
Read more on pages 56-57 and 89
1. Currently our targets measure against
suppliers that are contained in our two
main ERP systems.
Link to SDGs
Link to SDGs
Linking our KPIs to our strategy
These are the three strategic pillars
of our focus to meet the needs
of three important stakeholder
groups – our employees, our clients
and our shareholders.
Performance excellence
Profitable growth
Inspired culture
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
27
Governance
Financial statements
Revenue
(2023: $717m restated)
8.0%
Adjusted EBIT margin
3.0%
Order book
$492m
Markets:
% of Group revenue:
Adjusted EBIT
$20m
(2023: $62m restated)
68.1%
(2023: 8.6% restated)
5.6ppts
(2023: $533m restated)
7.7%
Segmental review
$660m
Consulting
Technical and
digital advisory
business adding
value throughout
our clients’
investment
lifecycle.
Our Consulting business
provides technical consulting,
digital consulting, and
energy asset development. It
specialises in decarbonisation
and digital solutions that open
opportunities across our other
business units.
Revenue of $660 million was 8% lower
than last year (restated) and 5% on a like-
for-like basis excluding the CEC Controls
business, which was sold in August 2024.
The revenue performance re
flects lower
activity across technical consulting partly
offset by growth in Digital Consulting.
Adjusted EBIT of $20 million was
significantly lower than last year
(restated), down 68%. The decline
primarily related to losses of $22
million on one contract in our systems
integration business within Digital
Consulting where we recognised a
$16 million onerous loss provision and
de-recognised $6 million of revenue.
Materials
Energy
Other
12%
73%
12%
15%
John Wood Group PLC
Annual Report and Financial Statements 2024
28
Unlocking
LNG potential
down under.
In 2024, Wood won and delivered an
independent study for the Sunrise
Joint Venture’s Greater Sunrise
Development.
The study covered engineering,
technology, financing, commercial
structures, fiscal, environmental health
& safety, and socioeconomic drivers
including local content.
Delivered at pace, the study provided the
client with crucial, impartial insights to
advance a regionally significant project.
The study is one of over 100 LNG
feasibility studies that Wood has
completed globally.
Case study:
Read more at:
woodplc.com/gsd
Excluding this, adjusted EBIT was
down 31% reflecting the lower revenue.
Profitability was also helped by the
cancellation of employee bonuses, with a
year-on-year benefit o
f $6 million.
The order book at 31 December was
$492 million, broadly flat on a like-
for-like
basis, and impacted by market hesitancy
in some of our key markets as clients
waited for more certainty on political and
regulatory outcomes.
Operational review
It was a mixed year for the markets
in which Consulting operates. Digital
Consulting saw good growth, helped by
the growing demand across our clients
for help in their digital transformation
journeys, including winning work to
provide technical and digital support
for OMV for their Neptun project.
Profitability in Digital Consulting was
severely impacted by the performance on
one contract in our systems integration
business discussed above.
Technical Consulting, however, saw a
slowdown from delays and changes
in some large client programmes.
This reflected client hesitancy around
the uncertain regulatory and political
environment for investment, especially
in the US with a shift away from
government support for energy transition
programmes. Despite this weaker macro
backdrop, we continued to win complex
work including supporting the Woodside
and Timor-Leste gas project in the
Greater Sunrise, and design work for the
Saudi Chevron Phillips Aromax waste
heat recovery unit.
We decided to sell the CEC Controls
business within Consulting in 2024 as it
had a different client group to our core
business, with a focus on the automotive
sector rather than our focus markets of
energy and materials.
In October 2025, Consulting’s leadership
changed from Azad Hessamodini to
Dan Carter. Dan now reports into Nick
Shorten, Executive President of Projects
& Consulting. We will continue to report
the results of Consulting separately.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
29
Governance
Financial statements
Projects
Segmental review
continued
Delivering
solutions
for complex,
high-value capital
investments.
Our Projects business provides
complex engineering design,
project management and
construction management across
energy and materials markets
including oil and gas, chemicals,
minerals and life sciences.
Revenue
(2023: $2,056m restated)
2.6%
Adjusted EBIT margin
1.9%
Order book
$1,594m
Markets:
% of Group revenue:
Adjusted EBIT
$38m
(2023: $60m restated)
37.2%
(2023: 2.9% restated)
1.0ppts
(2023: $1,842m restated)
13.4%
$2,003m
Revenue of $2,003 million was 3% lower
than last year (restated) reflecting
weakness in our minerals and life
sciences businesses partly offset by
continued growth in oil and gas, most
notably in the Middle East.
Adjusted EBIT before non-exceptional
Independent Review charges of $84
million was 19% higher than last year
(restated), supported by cost reductions
and the completion of a number of
contracts, including an incentive payment
of c.$10 million on a downstream project.
Materials
Energy
Other
52%
44%
4%
37%
John Wood Group PLC
Annual Report and Financial Statements 2024
30
Working towards
cleaner European
skies.
The Petrobrazi refinery, owned by
OMV Petrom, is one of the most
important refineries in Romania,
with an annual refining capacity o
f
4.5 million tonnes of crude oil.
Wood has been delivering projects for
OMV and its subsidiaries since 2009,
including the successful delivery of the
front-end engineering design (FEED) on
the Petrobrazi refinery.
In Q4 2024, Wood was awarded a further
scope of work to deliver engineering,
procurement and construction
management (EPCm) to install a new
bio-hydrotreater unit and relevant
storage facilities at the re
finery,
unlocking the capability to produce
sustainable aviation fuel (SAF).
The refinery will also be able to produce
hydrotreated vegetable oil (HVO)
using Honeywell UOP Ecofining
TM
process technology. HVO can be further
processed to produce more SAF or be
used as a feedstock for other power
sources.
The European Commission set a goal
to reach 6% SAF at European Union
(EU) airports by 2030 and 70% by
2030 - ultimately supporting global
decarbonisation of the aviation
industry.
Wood’s continued involvement in
the Petrobrazi refinery and long-
standing relationship with OMV
have fostered deep client knowledge
and understanding, resulting in a
strong partnership which will see
Petrobrazi as the first major producer
of sustainable fuels in Southeast
Europe.
Case study:
Read more at:
woodplc.com/omv
The margin increased with the benefits
of the cost savings and contract
completions partly offset by in
flationary
cost pressures. Profitability was also
helped by the cancellation of employee
bonuses, with a year-on-year benefit o
f
$12 million.
In addition to these adjusted results,
around $73 million of contract losses
were recognised as exceptional items,
with further details included in the
Financial review. Many of these relate to
the Independent Review as discussed in
detail in the Financial Review.
The order book at 31 December 2024
was $1,594 million, down 13% year-
on-year with weakness in our minerals
and mining businesses as well as lower
activity in our downstream business in
the Americas.
Operational review
The strategic shift in our Projects
business away from LSTK and large-
scale EPC is now complete, with the final
contract in this area terminated in Q1
2024. However, there remains a number
of open disputes and litigation in respect
of this legacy area of the business that
we expect to conclude over the next
couple of years. Business growth in the
period was mixed with strong growth
across energy, especially in the Middle
East, and weakness in our minerals
business reflecting both a weak end
market and our relative small market
presence.
The margin performance re
flects the
significant steps taken in the second
half of 2024 to reduce the cost base of
the business unit, including moving to
a simpler structure and reducing the
number of management layers. These
changes have helped improve financial
management while also reducing costs.
Key client awards in the year included
the detailed engineering design scope for
Woodside’s Trion project in the Gulf of
Mexico, a significant EPCm contract with
OMV Petrom for a sustainable aviation
fuel facility in Romania and an EPCm
contract with Antofagasta for its Nueva
Centinela copper project in Chile.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
31
Governance
Financial statements
Operations
Segmental review
continued
Revenue
(2023: $2,412m restated)
5.4%
Adjusted EBIT margin
3.7%
Order book
$3,375m
Adjusted EBIT
$94m
(2023: $116m restated)
19.2%
(2023: 4.8% restated)
1.1ppts
(2023: $3,493m restated)
3.4%
$2,542m
Essential services
keeping the
world’s critical
industries
performing.
Markets:
% of Group revenue:
Our Operations business manages
and optimises our customers’
assets including decarbonisation,
maintenance, modifications,
brownfield engineering, and
asset management through to
decommissioning.
Revenue of $2,542 million was 5%
higher than last year (restated) with
strong activity levels across the UK and
the Middle East, partly offset by lower
activity in the Americas as we shifted our
portfolio of work towards higher quality
work in the region. Activity levels in the
Asia-Pacific region were broadly flat
year-on-year.
Adjusted EBIT before non-exceptional
Independent Review charges of $101
million was 13% lower than last year
(restated) as revenue growth and some
improved pricing was offset by $24
million of charges recognised across
three contracts.
Materials
Energy
Other
90%
9%
1%
46%
John Wood Group PLC
Annual Report and Financial Statements 2024
32
Reducing
TotalEnergies'
flare gas in Iraq.
Under a $46 million, three-year
contract, Wood is partnering with
TotalEnergies as part of the Gas
Growth Integrated Project (GGIP)
Southern Iraq.
The scope of work includes front-end
engineering design (FEED), detailed
design, procurement support and
construction and commissioning
assistance of the
first phase o
f the
Associated Gas Upstream Project, part
of the GGIP.
The GGIP includes the recovery of gas
currently flared in the Basra region to
supply power generation plants, along
with the construction of a sea water
treatment unit and a 1GW solar plant.
As part of the agreement, Wood
is committed to investing in local
employment and skills development
in Basra, with 100 new positions
created on this project.
$46m
three-year contract
100
new positions
Case study:
Read more at:
woodplc.com/ggip
We recognised a $4 million charge on a
contract in Asia-Pacific to reflect costs
incurred that were irrecoverable from
the client, and a $3 million charge on
a separate contract in Asia-Pacific to
discount the value of recoverable VAT. In
the Americas, we also recognised a loss
of $17 million in respect of a long-term
client which is going through a complex
sale process. Whilst this outcome was
disappointing, we expect to recover this
loss over the coming years, through the
continued operation of the asset for the
new owner. More details on this contract
are included in the Financial Review.
Profitability was also helped by the
cancellation of employee bonuses, with a
year-on-year benefit o
f $9 million, while
the transfer of the Industrial Boilers
business into Operations negatively
impacted profitability in 2024 as that
business generated a loss in the year.
The order book at 31 December 2024
was $3,375 million, 3% lower than last
year. This reduction reflects the phasing
of large contract renewals, with some
significant awards moving into 2025,
as well as the impact of some large
contracts entering the renewal phase as
we exited the year.
Operational review
The Operations business has continued
to benefit
from higher activity levels
across geographies driven by increasing
demand for energy and the importance
placed on energy security. Supported
by this market backdrop, the business
continued to win significant pieces o
f
work with both existing and new clients
in 2024. The order book does, however,
fluctuate with the timing o
f large
renewals.
Key awards in the year included a six-
year contract with Shell for the world’s
largest floating o
ffshore LNG facility in
Australia, contracts with TotalEnergies
for
flare gas recovery in the UK North
Sea and Iraq, a significant contract with
Esso Australia to provide long-term
maintenance solutions for onshore &
offshore assets in Australia, and a $120
million contract extension with Shell for
brownfield EPC services
for onshore and
offshore assets across the UK.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
33
Governance
Financial statements
Revenue of $284 million was 24% lower than last year
(restated), mainly reflecting the run-down o
f our facilities
business in line with our business plans.
Adjusted EBIT of $44 million was down 17% compared
to last year (restated), and this includes a broadly flat
contribution from our Turbine joint ventures of $55 million
in the period. Excluding these, performance was lower
year-on-year.
The order book at 31 December 2024 was $333 million, up
0.5% on last year, helped by large contract renewal in the
Downstream & Chemicals business and a new framework
agreement in the Power UK business.
In August 2025, the businesses within Investment Services
were moved into other business units. We will continue to
report the results of Investment Services separately.
Investment Services
Central costs, not allocated to business units,
included within adjusted EBIT were 6% lower at $114
million in the period, with cost reductions from our
Simplification programme partly o
ffset by in
flationary
cost pressures. Profitability was also helped by the
cancellation of employee bonuses, with a year-on-year
benefit o
f $9 million.
Central Costs
Revenue
$284m
(2023: $375m restated)
24.1%
Adjusted EBIT margin
15.3%
Order book
$333m
Adjusted EBIT
$44m
(2023: $52m restated)
16.6%
(2023: 13.9% restated)
1.4ppts
(2023: $332m restated)
0.5%
Adjusted EBIT
$(114)m
(2023: $(121)m restated)
6.0%
Segmental review
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
34
Financial review
Iain Torrens
Interim CFO and CEO designate
Acknowledging context and challenges
2024 has been a year of signi
ficant challenge and transition
for the Group. The preparation of the
financial statements
and the subsequent completion of the audit process has
taken longer than anticipated, reflecting the complexity o
f
the issues identified and the extensive work required to ensure
the integrity of the
financial statements and appropriately
safeguard their preparation.
In November 2024, in response to dialogue with its auditor, the
Group commissioned an Independent Review to investigate
certain matters and to support the integrity of the
financial
reporting. The Review focused on the reported positions
on contracts in Projects, accounting, and governance and
controls. It identified issues in a limited number o
f contracts,
in our Projects business, especially in legacy lump sum
turnkey (‘LSTK’) work. These findings necessitated significant
restatements to prior year results and underscored the need
for a fundamental strengthening of
financial processes and
oversight. Due to the passage of time, the departure of key
personnel, and the inherent limitations in applying retrospective
knowledge to historical events, it has not been possible to
determine with precision the appropriate financial periods
for certain adjustments. Accordingly, the recognition of these
adjustments is designed, in the first instance, to ensure the 31
December 2024 balance sheet reflects an accurate and reliable
position with allocations to financial periods undertaken on an
estimated basis. This approach provides a clear and definitive
starting point for the Group as it moves forward.
Additionally, material weaknesses and failures were identi
fied
in the Group’s financial culture within Projects and with Group
Finance’s engagement with the business, including instances of
inappropriate management intervention in reported positions.
Concerningly, the cultural failings also appear to have led to
information being inappropriately withheld from, and unreliable
information being provided to, our auditors. The
findings provide
a clear roadmap for remediation and informed the actions
we have taken to strengthen governance, enhance technical
accounting capability, and embed more robust controls.
Actions taken and forward focus
In response to these challenges, we are taking decisive actions
to reinforce governance and
financial discipline. This has
included leadership changes within the finance
function, the
engagement of external technical accounting expertise, and the
implementation of enhanced controls. While the restatement
of prior year results and the adjustments identi
fied through
our auditor’s challenge and the Independent Review have
been significant, they represent an important step in restoring
confidence, ensuring compliance with accounting standards,
and maintaining the integrity of the Group’s
financial records
and financial statements.
Against this backdrop, the following section provides a detailed
review of our
financial per
formance for 2024, including the
impact of restatements. Looking ahead, our focus is on
embedding these improvements, strengthening our operating
model, and delivering sustainable value for the business.
Trading performance
Trading performance is presented on the basis used by
management to run the business with adjusted EBIT including
the contribution from joint ventures. Revenue does not include
any contribution from joint ventures. A reconciliation of adjusted
EBIT to operating profit is included below. A calculation o
f
adjusted diluted EPS is shown on page 36.
2024
$m
2023
(restated)
$m
Continuing operations
Revenue (pre-exceptional items)
5,489.5
5,560.6
Adjusted EBITDA before non-exceptional
Independent Review charges
338.8
388.5
Depreciation, amortisation (other than
intangible assets from acquisitions) and
impairment
(202.9)
(208.8)
Adjusted EBIT before non-exceptional
Independent Review charges
135.9
179.7
Independent Review non-exceptional charges
(54.7)
(10.3)
Adjusted EBIT
1
81.2
169.4
Adjusted EBIT margin %
1.5%
3.1%
Amortisation – intangible assets from
acquisitions
(52.7)
(54.5)
Share of joint venture
finance expense and tax
(20.4)
(16.3)
Operating profit be
fore exceptional items
8.1
98.6
Operating profit margin
0.1%
1.8%
Exceptional items, excluding impairment of
goodwill and intangible assets
(424.7)
(153.7)
Impairment of goodwill and intangible assets
(2,214.8)
-
Operating loss
(2,631.4)
(55.1)
Net finance expense
(108.3)
(78.1)
Interest charge on lease liability
(21.7)
(18.7)
Loss before taxation from continuing
operations
(2,761.4)
(151.9)
Tax charge on continuing operations
(10.9)
(55.3)
Loss for the period from continuing
operations
(2,772.3)
(207.2)
Profit
from discontinued operations, net of tax
-
21.5
Loss for the period
(2,772.3)
(185.7)
Non-controlling interest
(5.7)
(5.5)
Loss attributable to owners of parent
(2,778.0)
(191.2)
Number of shares (basic)
690.2
685.9
Basic loss per share (cents)
(402.5)
(27.9)
In the table above depreciation and amortisation include the
contribution from joint ventures.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
35
Governance
Financial statements
Financial review
continued
Revenue was down year on year as improvements in the
Operations business unit driven by increased volume and new
contract awards in the UK and Middle East were offset by
decreases in Consulting (including the effect of the disposal of
CEC Controls); in Projects as weaknesses in the mineral and life
sciences business were only partially offset by continued growth
in oil and gas; and in Investment Services which was impacted
by the planned run-down of the facilities business.
Adjusted EBIT was 52% lower than the prior year despite the
current year benefitting
from the cancellation of the year’s
employee annual bonus originally planned to be around $36
million. The underlying decline in profitability was seen across all
business units. Consulting absorbed an onerous loss provision
whilst Investment Services was impacted by the planned
facilities business run-down. Operations performance was
underpinned by improved profitability across the majority o
f
contracts, driven by revenue growth, pricing discipline, and strong
operational execution. However, this was offset by a signi
ficant
contract-related loss associated with a client whose parent
company was trading under Chapter 11 bankruptcy proceedings
in the United States. In line with IFRS 15, revenue recognition on
this contract was reversed due to uncertainty over recoverability.
The underlying asset is currently subject to a sale process, and
we are actively engaging with the prospective new owners.
Based on these ongoing discussions, we anticipate recovering the
majority of the derecognised revenue over the short to medium
term through a restructured or new contractual arrangement.
Notwithstanding the legacy issues in LSTK contracts, and the
significant losses recognised as non-exceptional Independent
Review items, Projects saw an improvement in profitability driven
by completion of a number of contracts and cost savings whilst
absorbing inflationary cost pressures.
The non-exceptional Independent Review charge of $54.7
million (2023: $10.3 million) that has been recognised has been
separately disclosed to aid understanding of this adjustment.
It partly relates to individually immaterial adjustments to
contracts for which the Group has been able to evidence the
total and hence balance sheet impact of the adjustments,
based on the work completed, but the exact period to which
the adjustments should apply has not been confirmed and,
therefore, the resulting charge has been recognised in the
current year on the basis of materiality. In addition it includes
several adjustments arising from the Independent Review which
related to the current year. This charge relates to a total of 15
contracts and is one-off in nature.
The operating loss of $2,631.4 million (2023 (restated): $55.1
million) was mainly driven by the impairment charge of
$2,214.8 million being recognised on goodwill and brands. The
exceptional items of $424.7 million (2023 (restated): $153.7
million) reflects a write down o
f $266.6 million taken against
the Group’s Aegis Poland contract, in line with the requirements
of IFRS 15; $53.8 million of costs related to the Simpli
fication
programme which was announced in 2024; $32.6 million of
charges related to asbestos and $28.8 million of charges
related to the Independent Review, which includes incremental
external audit fees and forensic accounting review fees.
Furthermore, the Group recorded further losses on the Group’s
US LSTK business of $66.5 million (2023: $103.0 million).
Exceptional items are discussed on page 39.
The Group incurred a higher net finance expense o
f $108.3
million (2023 (restated): $78.1 million) driven by higher prevailing
average debt, and higher interest rates throughout 2024
compared with 2023.
The review of our trading performance is contained within the
Chief Executive Review.
Reconciliation of Adjusted EBITDA and EBIT to Adjusted
diluted EPS
2024
$m
2023
(restated)
$m
Adjusted EBITDA before non-exceptional
Independent Review charges
338.8
388.5
Independent Review non-exceptional charges
(54.7)
(10.3)
Adjusted EBITDA
284.1
378.2
Amortisation (including joint ventures)
(76.6)
(77.7)
Depreciation (including joint ventures)
(28.7)
(26.2)
Depreciation of right of use assets (including
joint ventures)
(97.6)
(103.1)
Impairment
-
(1.8)
Adjusted EBIT
81.2
169.4
Share of joint venture
finance expense and tax
(20.4)
(16.3)
Adjusted net finance expense
(97.2)
(67.0)
Interest charge on lease liability
(21.7)
(18.7)
Adjusted profit be
fore tax
(58.1)
67.4
Adjusted tax charge
(33.9)
(66.6)
Adjusted loss from discontinued operations, net
of tax
-
(10.2)
Adjusted loss/profit
for the period
(92.0)
(9.4)
Non-controlling interest
(5.7)
(5.5)
Adjusted loss
(97.7)
(14.9)
Number of shares (m) – diluted
690.2
685.9
Adjusted diluted EPS (cents)
2
(14.2)
(2.2)
See notes on pages 42 and 43.
Reconciliation to GAAP measures
2024
$m
2023
(restated)
$m
Loss before tax from continuing operations
(2,761.4)
(151.9)
Impairment of goodwill and intangible assets
2,214.8
-
Exceptional items
424.7
153.7
Exceptional items – net finance expense
11.1
11.1
Amortisation – intangible assets from
acquisitions
52.7
54.5
Adjusted (loss)/profit be
fore tax
(58.1)
67.4
Tax charge
10.9
55.3
Tax in relation to acquisition amortisation
4.8
3.7
Tax on exceptional items
18.2
7.6
Adjusted tax charge
33.9
66.6
Profit
from discontinued operations, net of tax
-
21.5
Discontinued operations, gain on disposal
-
(36.7)
Discontinued items, exceptional items
-
5.0
Adjusted loss from discontinued operations,
net of tax
-
(10.2)
The reconciliation from adjusted EBIT of $81.2 million (2023
(restated): $169.4 million) to an adjusted loss of $97.7 million
(2023 (restated): adjusted loss $14.9 million) has been provided
to show a clear reconciliation to adjusted diluted EPS. The
reconciliation to GAAP measures highlights that the adjusted
measures remove exceptional items, including impairment
charges against goodwill, amortisation of intangible assets
from acquisitions and the associated tax charges on the basis
that these are disclosed separately due to their size and nature
to enable a full understanding of the Group’s performance.
Please refer to commentary on exceptional items and
associated tax charges on page 39. In addition, amortisation
of intangible assets from acquisitions and the associated tax
credit has been excluded to allow a more useful comparison to
Wood’s peer group.
John Wood Group PLC
Annual Report and Financial Statements 2024
36
Independent Review
As noted above, in November 2024 the Group announced
that, in response to dialogue with its auditor, it had agreed to
commission an Independent Review to be performed by
Deloitte LLP, focusing on reported positions in Projects,
accounting, governance and controls.
The Independent Review confirmed issues in a limited number
of contracts in Projects, particularly in relation to LSTK
contracts. It identified issues with the application o
f relevant
guidance as well as inappropriate management pressure and
override to maintain previously reported provisions, for example
in complex contractual disputes where a negotiated settlement
is a probable but uncertain outcome. Additionally, the
Independent Review identified gaps and deficiencies within the
application of controls relating to the monitoring and reporting
of project positions and central accruals held within Projects.
The Independent Review did not identify any material issues
with the Group’s other business units (Consulting, Operations
and Investment Services).
As a result of the Independent Review, Wood identi
fied material
weaknesses and failures in the
financial culture o
f Projects
and in the engagement between the Group finance team and
Projects. This included inappropriate management pressure
and override to maintain previously reported positions, including
through insuf
ficiently supported proposals
for dispensations
to the Company’s Group Accounting Policy, and over-optimism
and insuf
ficient evidentiary support in respect o
f accounting
judgments. The cultural failings also appear to have led to
instances of information being inappropriately withheld from,
and unreliable information being provided to our auditors.
The headline findings o
f the Independent Review were published
in March 2025. The Independent Review confirmed the need
for
a number of restatements and adjustments to our prior year
financial statements
for the years ended 31 December 2022
and 31 December 2023. These restatements include revenue
adjustments, expected credit loss changes, revised contingency
releases and write-offs of amounts held centrally now regarded
as irrecoverable.
Since the publication of the
findings, the Group has undertaken
further detailed review of the circumstances underpinning the
findings and in particular whether they represent changes to
estimates, changes to previously agreed positions or errors
and also whether the circumstances warrant disclosure as
exceptional items. This process has been complex and whilst
management is confident with the end position shown in the
2024 balance sheet, it has often been dif
ficult to determine
the exact timing of adjustments between
financial years as a
result of changes to personnel, weak historical record keeping
and the need to avoid retrospective information inappropriately
impacting the decision. However, based on the 2024 position
management is now confident in the road ahead.
At the June 2024 half year, a $140.0 million exceptional charge
in respect of contract write-offs relating to the exit from LSTK
contracts was recognised.
Almost two-thirds of the charge
related to two contracts.
For the year ended 31 December 2024
the LSTK exceptional items has been revised to include only
these two contracts at $66.5 million, with a further $15.1 million
recognised in adjusted EBIT for the remaining LSTK contracts.
Additional costs of $39.6 million in respect of other contracts
have also been reflected in adjusted EBIT, bringing the total 2024
Independent Review non-exceptional charges to $54.7 million.
The total effect in the current year is therefore $121.2 million.
As described further below, the effect of the adjustments in
respect of 2023 is $71.5 million and periods before 2023 is $122.9
million.
In total, therefore, the adjustments following from the
Independent Review have totalled $315.6 million.
For further details on the Board’s response to the
findings o
f the
Independent Review, refer to page 122 in the Audit, Risk & Ethics
Committee section of the Governance Report.
Other matters
Beyond the findings o
f the Independent Review, the Group has
spent considerable time and resources, as has its auditor and
external specialists considering the wider financial position and
performance and the associated processes and controls. As
part of this process management performed a detailed review
of its Software as a Service (SaaS) arrangements which were
previously capitalised on the balance sheet within goodwill
and intangible assets. Following a detailed analysis of the
requirements of IAS 38 Intangibles and the underlying contracts
the Group determined that it did not have control over the
arrangement and therefore the asset was derecognised with a
corresponding impact to the income statement and net assets.
In addition, management has also undertaken a review of
contracts across the Group to determine whether the principal
versus agent distinction has been applied appropriately for pass
through revenue The judgement required in these circumstances
is whether the Group takes control of the goods or services
before passing them on to the end customer.
Following this
review, a number of contracts within Projects have been
identified
for which, on balance, it has been identi
fied that
the Group acts as agent rather than principal for one or more
performance obligations within the contract.
Finally, management has determined that the recognition of a
deferred tax asset in respect of trading losses in the UK to match
the deferred tax loss arising from the surplus in the UK de
fined
benefit pension scheme is inappropriate. There is a reduction in
net assets as a result and the prior year income statement and
other comprehensive income have been restated.
The impacts of the prior year adjustments following on from
the Independent Review, the review of SaaS arrangements, the
revenue restatement from the reassessment of the principal
versus agent and the reversal of the deferred tax recognition on
the 2023 income statement and net assets are reported in the
tables below.
The prior year ended 31 December 2023 has been restated with
$57.9 million additional exceptional costs in respect of these two
contracts and $13.6 million costs recognised in adjusted EBIT.
$ millions
Revenue
Exceptionals
Adjusted
EBIT
Net
assets
Previously reported
5,900.7
(76.7)
185.0
3,641.9
Cumulative impact at
1 January 2023 (see below)
-
-
-
(301.2)
Independent Review
LSTK contracts
(79.5)
(57.9)
30.5
(27.4)
Accounting for expected
credit losses
-
-
0.7
0.7
Project centre items
-
-
(49.2)
(49.2)
Contract revenue
adjustments
4.4
-
4.4
4.4
Independent Review
sub-total
(75.1)
(57.9)
(13.6)
(71.5)
Management review
Software as a Service
-
(19.1)
3.0
(16.1)
Principal versus agent
(347.6)
-
-
-
Derecognition of deferred
tax asset
-
-
-
10.3
Other (including exchange)
-
-
(5.0)
(0.5)
Restated December 2023
5,478.0
(153.7)
169.4
3,263.9
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
37
Governance
Financial statements
Financial review
continued
The adjustments in respect of the years prior to the 2023 year
can be summarised as below. In respect of these years, additional
costs of $43.5 million have been recorded in respect of the two
LSTK contracts and $79.4 million in respect of other contracts.
$ millions
Net assets
Previously reported
3,729.5
Independent Review
LSTK contracts
(43.5)
Accounting for expected credit losses
(32.4)
Project centre items
(2.8)
Contract revenue adjustments
(44.6)
Independent Review sub-total
(122.9)
Management review
Software as a Service
(28.5)
Derecognition of deferred tax asset
(151.3)
Other
1.5
Sub-total
(301.2)
Restated December 2022
3,428.3
Remediation Plan
The findings o
f the Independent Review are recognised by
both management and Board as serious and addressing
them is essential to ensuring accurate and reliable financial
reporting. Building an open and transparent culture within the
finance
function is a key priority, and successful delivery of the
Remediation Plan is critical to achieving this objective.
The plan is sponsored by the interim Group CFO (and incoming
CEO) with the Chair of the Audit, Risk & Ethics Committee,
providing oversight from the Board. We have appointed a President
Transformation & Risk to oversee the delivery of the Remediation
Plan, working with a steering committee of senior leadership from
across the Group, and supported by an external firm.
Workstreams in the Remediation Plan include:
• Governance, including Board composition and effectiveness
• Leadership including “Tone from the Top” and whistleblowing
• ELT governance and risk
• Finance transformation
• Rewarding performance
• Project governance over higher-risk projects
• Communications
• Internal controls and assurance
Further details on the findings o
f the Independent Review
including control weaknesses are set out in the Audit, Risk and
Ethics committee report on page 122.
There remains work to do on remediation, and some elements of
the plan will lead to wider transformation activities the outcome of
which will be a stronger operating model. We have committed to
completing the majority of remediation steps by summer 2026.
Amortisation, depreciation and other impairments for
continuing operations
Total amortisation for 2024 of $129.3 million (2023 (restated):
$132.2 million) includes $52.7 million of amortisation of
intangibles recognised on the acquisition of Amec Foster
Wheeler (AFW) (2023: $54.5 million).
Amortisation in respect of software and development costs was
$76.6 million (2023 (restated): $77.7 million) and this largely relates
to engineering software. Included in the amortisation charge for the
year is $1.5 million (2023: $1.4 million) in respect of joint ventures.
The total depreciation charge in 2024 amounted to $126.3
million (2023: $129.3 million) and includes depreciation on right
of use assets of $97.6 million (2023: $103.1 million). Included in
the depreciation charge for the year is $14.4 million (2023: $13.1
million) in respect of joint ventures.
Net finance expense and debt
2024
$m
2023
(restated)
$m
Interest on bank borrowings
75.7
59.4
Interest on US Private Placement debt
15.1
16.6
Discounting relating to asbestos, deferred
consideration and other liabilities
19.2
12.3
Other interest, fees and charges
21.0
12.6
Total finance expense excluding joint ventures
and interest charge on lease liability
131.0
100.9
Finance income relating to defined benefit
pension schemes
(14.9)
(18.3)
Other finance income
(7.8)
(4.5)
Net finance expense
108.3
78.1
Interest charge on lease liability
21.7
18.7
Net finance charges in respect o
f joint ventures
7.5
6.5
Net finance expense including joint ventures,
continuing Group
137.5
103.3
Interest on bank borrowings of $75.7 million (2023: $59.4
million) primarily relates to interest charged on borrowings
under the $1.2 billion Revolving Credit Facility (RCF) and the
$200.0 million term loan, both of which had original maturities
in October 2026. The terms of the RCF and medium-term
loan have been amended as set out in the “Amendment and
Extension of core credit facilities” below. The increase in interest
on bank borrowings of $16.3 million is explained by the higher
drawings throughout 2024 compared to 2023.
The interest charge on US Private Placement debt has reduced
from $16.6 million to $15.1 million, principally due to the repayment
of some loan notes falling due during the second half of 2024.
Other interest, fees and charges amount to $21.0 million (2023:
$12.6 million) and principally relates to the interest on other
facilities of $14.1 million (2023: $7.6 million) primarily receivables
factoring facilities, forward points interest of $3.5 million (2023:
$0.7 million) and amortisation of bank facility costs of $2.6
million (2023: $4.2 million). The increase of $8.4 million is mainly
due to increased utilisation of the Group’s receivables factoring
facilities throughout the year and increased forward points, due
to the requirement to hedge large foreign currency balances
that did not exist in 2023. The receivables factoring facilities are
uncommitted and were wound down through the first hal
f of
2025 (with a replacement receivables factoring facility entered
into in the second half of 2025).
In total, the Group had undrawn facilities of $731.2 million as at
31 December 2024, of which $643.6 million related to the RCF.
The Group recognised interest costs in relation to lease liabilities
of $21.7 million (2023: $18.7 million) which relates to the
unwinding of the discount on the lease liability.
Furthermore, included within interest costs is the discounting
balance of $19.2 million (2023: $12.3 million) including the
unwinding of the discount on the asbestos provision of $11.1
million (2023: $11.1 million) and $7.5 million in relation to the
unwinding of the discount on uncertain tax provisions.
As part of the Amendment & Extension of the Group’s credit
facilities announced on 29 August 2025, the maturity pro
file
of the outstanding tranches of unsecured loan notes totalling
$262.8 million ($352.5 million) were aligned to a single date
(31 October 2028). As described more fully in the basis of
preparation in relation to going concern on page 139, the
extension is subject to the Acquisition being approved at the
Shareholder meeting, with the aligned tenor shortening to 31
October 2027 in certain other circumstances.
John Wood Group PLC
Annual Report and Financial Statements 2024
38
The Independent Review and subsequent adjustments recognised
through the audit process resulted in changes to our historical
covenant reporting and the breach of the terms of our core
facilities, notably the information provisions and interest cover
at 31 December 2024. These breaches were subject to a number
of waivers granted by lenders between April and August 2025
and will be permanently resolved as part of the Amendment and
Extension of our core facilities, which, as more fully described
on page 159, also reset the covenants and extended the tenure
of the facilities. Notwithstanding this position, in line with
accounting standards, we have presented all of our credit
facilities as current liabilities at 31 December 2024.
Net debt excluding leases to adjusted EBITDA (excluding the
impact of IFRS 16) at 31 December was 3.31 times on a covenant
basis (2023 (restated): 2.26 times) against our covenant of
3.5 times. This is calculated pre-IFRS 16 as our covenants are
calculated on a frozen GAAP basis, see note 4 on page 42.
Interest cover (see note 5 on page 42) was 2.4 times on a covenant
basis (2023 (restated): 4.0 times) against our covenant of 3.5
times.
Exceptional items
2024
$m
2023
(restated)
$m
Exceptional items included in continuing operations
LSTK and large-scale EPC
66.5
103.0
Impairment of goodwill and intangible assets
2,214.8
-
Redundancy, restructuring and integration costs
53.8
-
Software as a service implementation costs and
IT exceptionals
4.8
19.1
Takeover related costs
2.6
4.8
Asbestos yield curve, costs and charges
32.6
29.4
Gain on disposal
(61.9)
-
Independent review costs and charges
28.8
-
Legacy construction risk
15.7
-
Aegis
266.6
-
Hexagon payroll taxes
15.2
-
Investigation support costs and provisions
-
(2.6)
Exceptional items included in continuing
operations, before interest and tax
2,639.5
153.7
Unwinding of discount on asbestos provision
11.1
11.1
Tax (credit)/charge in relation to exceptional items
(15.6)
(0.2)
Release of uncertain tax provision
(2.6)
(7.4)
Exceptional items included in continuing
operations, net of interest and tax
2,632.4
157.2
Exceptional items are those significant items which are
separately disclosed by virtue of their size or incidence to enable
a full understanding of the Group’s
financial per
formance.
The exceptional items for the year are discussed in more detail
in Note 5 to the financial statements. However, the major
elements can be summarised as follows:
• Goodwill impairment and brand write-off of $2,214.8
million, reflecting the impact o
f higher discount rates and
an increase in the risk factors (particularly in Projects) driven
by underperformance of the Group leading to signi
ficant
downward revisions to the forecast revenue, EBIT and cash
flows in the value in use model.
•
Revised revenue recognition reflected in relation to Aegis (a
legacy AFW contract) reflecting the stringent requirements
of IFRS 15 regarding the recognition of revenue and potential
liquidated damages together with the derecognition of
uncertain revenue.
• Additional costs in respect of the LSTK legacy contracts,
primarily as a result of the
findings o
f the Independent
Review as described above.
Taxation
The effective tax rate on pro
fit be
fore tax, exceptional items and
amortisation and including Wood’s share of joint venture pro
fit
on a proportionally consolidated basis is set out below, together
with a reconciliation to the tax charge in the income statement.
2024
$m
2023
(restated)
$m
Loss from continuing operations before tax
(2,761.4)
(151.9)
Profit
from discontinued operations, net of tax
and before exceptional items
-
(10.2)
Tax charge in relation to joint ventures
12.9
9.8
Amortisation (note 10)
127.7
130.8
Exceptional items (continuing operations)
2,650.6
164.8
Profit be
fore tax, exceptional items and
amortisation
29.8
143.3
Effective tax rate on continuing operations
(excluding tax on exceptional items and
amortisation)
212.42%
51.64%
Tax charge (excluding tax on exceptional items
and amortisation)
63.3
74.0
Tax charge in relation to joint ventures
(12.9)
(9.8)
Tax credit in relation to exceptional items
(continuing operations)
(18.2)
(7.6)
Tax credit in relation to amortisation
(21.3)
(1.3)
Tax charge from continuing operations per the
income statement
10.9
55.3
The effective tax rate re
flects the rate o
f tax applicable in the
jurisdictions in which the Group operates and is adjusted for
permanent differences between accounting and taxable pro
fit
and the recognition of deferred tax assets. Key adjustments
impacting on the rate in 2024 are withholding taxes suffered
on which full double tax relief is not available, deferred tax not
recognised in relation to interest deduction deferrals, share
based payment costs where the expected tax deduction is
reduced due to the share price reduction, and a Pillar II (the 15%
global minimum tax rate) charge. In addition, with lower profits
the impact of loss-making jurisdictions where deferred tax
assets created in the year cannot be recognised is greater as a
proportion of pro
fit.
In addition to the effective tax rate, the total tax charge in the
income statement reflects the impact o
f exceptional items and
amortisation which by their nature tend to be expenses that are
more likely to be not deductible than those incurred in ongoing
trading profits. The income statement tax charge excludes tax
in relation to joint ventures. The decrease in the tax charge in
2024 is largely a result of the ability to recognise the tax bene
fit
of amortisation expenses incurred in the UK.
The restated tax charge and rate for 2023 re
flects the impact o
f
pre-tax adjustments decreasing profits and primarily giving rise
to unrecognised deferred tax assets due to the jurisdiction the
expenses arise in, and the impact of changing the accounting
policy for software as a service costs to expense them in the year
incurred rather than capitalise and amortise, this reduces pre
amortisation profits and the jurisdictions where the expenses are
incurred give rise to unrecognised deferred tax assets. The tax
rate quoted in the 2023 Group Accounts was 36.84%.
Adjusted tax charge
As noted on page 36 the adjusted tax charge was $33.9 million
(2023 (restated): $66.6 million), notwithstanding the adjusted loss
for the year. The effective rate in the prior year was 80.3%. Both
years‘ rates reflect the impact o
f losses in jurisdictions where no
consequential tax credit can be recognised, particularly the UK and
the US, together with restrictions on the deductibility of interest
and withholding taxes on income in certain jurisdictions.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
39
Governance
Financial statements
Financial review
continued
Earnings per share
The calculation of basic earnings per share is based on the
earnings attributable to owners of the parent divided by the
weighted average number of ordinary shares in issue during
the year, excluding shares held by the Group’s employee share
trusts. For the calculation of adjusted diluted earnings per
share, the weighted average number of ordinary shares in issue
is adjusted to assume conversion of dilutive potential ordinary
shares, only when there is a profit per share. Adjusted diluted
earnings per share is disclosed to show the results excluding
the impact of exceptional items and amortisation related to
acquisitions, net of tax.
For the year ended 31 December 2024, the Group reported a
basic loss (2023: loss) per ordinary share, therefore the effect
of dilutive ordinary shares are excluded (2023: excluded) in the
calculation of diluted earnings per share.
Basic loss per share for the year was 402.5 cents (2023
(restated): 27.9 cents). The increase in losses per share is
driven by the exceptional items, which includes the goodwill
impairment and LSTK additional claims provisions and
receivable write downs. The adjusted losses per share was
14.2 cents (2023 (restated): earnings 2.2 cents). The increased
adjusted loss in the year mainly reflects the impact o
f a higher
adjusted tax charge and net finance expense. This measure
excludes exceptional items, amortisation of acquired intangibles
and all related tax charges and credits. A reconciliation of
adjusted EBIT to adjusted EPS is shown on page 36.
Cash flow and net debt
The cash flow
for the year is set out below and includes both
continuing and discontinued operations:
2024
$m
2023
(restated)
$m
Adjusted EBIT
81.2
169.4
Less share of joint venture adjusted EBIT
(62.1)
(59.2)
Depreciation on right of use assets
90.5
95.2
Depreciation
21.4
21.0
Impairment
-
1.8
Software amortisation
75.0
76.3
Purchase of property, plant and equipment
(18.6)
(18.8)
Purchase of intangible assets
(74.1)
(95.1)
Proceeds from sale of property, plant and
equipment
4.3
8.2
Movement in provisions
(46.7)
3.9
Other
17.6
5.6
Working capital
168.0
(65.0)
Adjusted cash generated from operations
256.5
143.3
Net finance paid
(106.8)
(80.6)
Tax paid
(79.3)
(97.7)
Dividends from joint ventures
21.0
15.6
Cash exceptionals
(119.1)
(133.9)
Non-cash movement on leases
(115.0)
(160.9)
Other
(9.8)
1.4
Free cash flow
(152.5)
(312.8)
Divestments
170.3
(22.5)
FX movements on cash and debt facilities
(0.2)
(22.9)
Decrease/(increase) in net debt
17.6
(358.2)
Opening net debt
(1,094.3)
(736.1)
Closing net debt (including held for sale)
(1,076.7)
(1,094.3)
Closing net debt at 31 December 2024 including leases
(principally real estate) was $1,076.7 million (2023: $1,094.3
million). The IFRS 16 lease liability balance (including held for
sale) was $393.8 million (2023: $400.8 million). All covenants on
the debt facilities are measured on a pre-IFRS 16 basis.
Closing net debt (including held for sale) excluding leases
as at 31 December 2024 was $682.9 million (2023: $693.5
million). Monthly average net debt excluding leases in 2024
was $1.0 billion (2023: $0.8 billion). The cash balance and
undrawn portion of the Group’s committed banking facilities
can fluctuate throughout the year. Around the covenant
remeasurement dates of 30 June and 31 December the Group’s
net debt excluding leases is typically significantly lower than
the monthly averages due to our working capital management,
including a strong focus on collection of receipts from clients
and delays in making payments to suppliers.
Adjusted operating cash flow o
f $256.5 million compares with
the restated $143.3 million for the year ended 31 December
2023 and principally reflects a working capital inflow o
f $168.0
million compared with an outflow o
f $65.0 million in December
2023 partially offset by an out
flow in provisions o
f $46.7 million
compared with an inflow o
f $3.9 million in 2023.
The other movement of $17.6 million (2023: $5.6 million) is
principally comprised of non-cash movements through EBITDA
including share-based charges of $25.8 million (2023: $19.6
million), FX outflow o
f $3.1 million (2023: in
flow $3.1 million) and
non-cash gains on disposal of the Gulf of Mexico assets, right
of use assets and property, plant and equipment of $nil (2023:
$2.0 million), $2.5 million (2023: $1.7 million) and $1.9 million
(2023: $2.6 million) respectively. The prior year movement
includes the effect of discontinued operations performance.
There was a working capital inflow o
f $168.0 million (2023
(restated): outflow $65.0 million). The inflow in receivables was
driven by a reduction in trade receivables and gross amounts
due from customers partially offset by a reduction in trade and
other payables.
The Group had available receivables financing
facilities totalling
$225.0 million. The amount utilised at 31 December 2024 was
$197.4 million (2023: $198.2 million). The facilities are non-
recourse to the Group and are not included in our net debt.
These uncommitted facilities were wound down through the
first hal
f of 2025 but replaced in the second half of 2025 with a
new $125 million facility.
Free cash flow has improved
from an out
flow o
f $312.8 million
in the prior year to an outflow o
f $152.5 million largely due to
the increase in operating cash flow o
f $113.2 million.
Net finance cash outflows increased by $26.2 million due to
higher net debt and higher prevailing interest rates.
Cash exceptionals of $119.1 million mainly relates to asbestos
payments of $41 million, the historic SFO annual payments of
around $36 million (which were provided for in 2020 and settled
in instalments from 2021 to 2024) and $40 million in relation to
the Simplification programme.
The other increase in net debt of $9.8 million (2023: decrease
of $1.4 million) is principally comprised of the movements in
accrued bank interest and prepaid debt facility costs which are
included within net debt of $1.9 million (2023: reduction $1.4
million), a purchase of shares to satisfy share option awards of
senior management by the employee share trust of $4.1 million
(2023: $nil) and dividends to minority interests of $3.0 million.
John Wood Group PLC
Annual Report and Financial Statements 2024
40
Summary balance sheet
2024
$m
2023
(restated)
$m
Goodwill and intangible assets
1,903.9
4,266.5
Right of use assets
345.0
355.9
Other non-current assets
713.8
913.0
Trade and other receivables
1,140.7
1,400.7
Net held for sale assets and liabilities
(excluding cash)
9.5
-
Trade and other payables
(1,654.2)
(1,693.5)
Net debt excluding leases
(680.5)
(693.5)
Lease liabilities
(393.1)
(400.8)
Asbestos related litigation
(305.7)
(306.5)
Provisions
(187.3)
(175.9)
Other net liabilities
(455.9)
(402.0)
Net assets
436.2
3,263.9
Net current liabilities
(1,347.7)
(355.6)
At 31 December 2024, the Group had net current liabilities of
$1,347.7 million (2023 (restated): $353.6 million). The increase in
net current liabilities is principally driven by the reclassification
of the Group’s non-current borrowings of $1,014.2 million to
current in line with the requirements of IAS 1 and is despite the
Group securing covenant waivers with its lending banks in 2025.
The net assets of the 2023 balance sheet reduced by around
$380 million compared to the previously reported positions
and was mainly driven by the findings o
f the Independent
Review. The main balances impacted were trade and other
receivables which reduced by around $150 million and provisions
increased by around $40 million. In addition, as part of the
management review, goodwill and intangible assets reduced by
around $50 million due to a reconsideration of the appropriate
capitalisation of SaaS cloud-based arrangement costs.
Goodwill and intangible assets amount to $1,903.9 million
(2023 (restated): $4,266.5 million) and principally comprises of
goodwill and intangibles relating to acquisitions. The reduction
of $2,362.6 million principally comprises of goodwill and other
intangible impairment charges of $2,214.8 million, FX movements
of $50.7 million and amortisation charges of $127.7 million. These
movements were partially offset by software additions of $64.7
million and is primarily related to change in capitalisation policy
for engineering software contracts. Please refer to page 39 for
more detail on the goodwill impairment charge.
Right of use assets and lease liabilities amount to $345.0 million
(2023: $355.9 million) and $393.1 million (2023: $400.8 million)
respectively.
Trade and other receivables reduced to $1,140.7 million
reflecting the reduced revenues compared with 2023 and an
improved DSO. Trade and other payables reduced to $1,654.2
million reflecting additional liabilities in respect o
f LSTK
contracts offset by reduced activity levels.
Net held for sale assets and liabilities relates to the carrying
value of net assets in the Kelchner business and includes
goodwill of around $17 million. The disposal of the Kelchner
business was completed during 2025.
Largely as a result of the acquisition of AFW, the Group is
subject to claims by individuals who allege that they have
suffered personal injury from exposure to asbestos primarily in
connection with equipment allegedly manufactured by certain
subsidiaries during the 1970s or earlier. The overwhelming
majority of claims that have been made and are expected to be
made are in the USA. The asbestos related litigation provision
amounts to $305.7 million (2023: $306.5 million).
The net asbestos liability at 31 December 2024 amounted to
$328.9 million (2023: $328.1 million) and comprised $305.7
million in provisions (2023: $306.5 million) and $48.3 million in
trade and other payables (2023: $50.4 million) less $21.7 million
in long term receivables (2023: $23.2 million) and $3.4 million in
trade and other receivables (2023: $5.6 million).
The Group historically has experienced net cash outflows o
f
approximately $50 million per year over the previous 10 years
as a result of the asbestos liability indemnity and defence
payments in excess of insurance proceeds. The Group has
worked with its independent asbestos valuation experts to
estimate the amount of asbestos related indemnity and
defence costs at each year end based on a forecast to 2050.
Other provisions as at December 2024 were $187.3 million
(2023 (restated): $175.9 million) and comprise project related
provisions of $105.4 million (2023 (restated): $105.7 million),
insurance provisions of $31.8 million (2023: $40.7 million),
property provisions of $22.5 million (2023: $27.4 million) and
litigation related provisions of $27.6 million (2023: $2.1 million).
Full details of provisions are provided in notes 21 and 22 to the
Group financial statements.
Pensions
The Group operates a number of de
fined benefit pension schemes
in the UK and US, alongside a number of de
fined contribution
plans. At 31 December 2024, the UK defined benefit pension plan
had a surplus of $345.8 million (2023: $391.9 million) and other
schemes had deficits totalling $74.5 million (2023: $80.1 million).
The Group’s largest pension scheme, the Wood Pension Plan
(WPP), has total scheme assets of $2,474.0 million (2023: $2,822.6
million) and pension scheme obligations of $2,128.2 million (2023:
$2,430.7 million) and is therefore 116% (2023: 116%) funded on an
IAS 19 basis. There was a reduction in scheme liabilities arising from
a higher discount rate used in the actuarial assumptions, however
this was offset by a reduction in the scheme assets.
In assessing the potential liabilities, judgement is required to
determine the assumptions for in
flation, discount rate and
member longevity. The assumptions at 31 December 2024
showed an increase in the discount rate which results in lower
scheme liabilities. However, this was outweighed by lower
investment performance on scheme assets resulting in an
overall decrease to the surplus compared to December 2023.
Full details of pension assets and liabilities are provided in note
34 to the Group financial statements.
The latest triennial valuation of the WPP was approved by the
Company and trustees in June 2024. As the plan was in surplus no
recovery plan or deficit reduction contributions were required.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
41
Governance
Financial statements
Financial review
continued
Amendment and Extension of core credit facilities
As previously disclosed, the majority of the Group’s debt
facilities mature in October 2026. On 14 February 2025, the
Group announced that it was undertaking a detailed holistic
assessment of all potential re
financing options ahead o
f those
debt maturities in October 2026. On 24 February 2025, Wood
announced it had received an approach from Sidara in relation
to a possible offer for Wood.
As part of the Acquisition of the Group by Sidara, a
comprehensive refinancing and recapitalisation package was
agreed in August 2025:
• Sidara has agreed to provide a capital injection of $450
million to Wood. Of this, $250 million will be available to draw
on upon, among other things, shareholders approving the
Acquisition (or, if Sidara chooses to effect the Acquisition by
way of a takeover offer, within 21 days after posting of the
offer document), and a further $200 million will be available
upon completion of the Acquisition; and
• Wood has agreed an extension to October 2028 of, and
certain other amendments to, its existing committed debt
facilities with the consent of its lenders (the “Amendment and
Extension”), to be implemented on a successful shareholder
vote. The Acquisition is conditional upon, among other things,
the Amendment and Extension becoming effective.
In addition to the Amendment and Extension, Wood has also
agreed the terms of:
•
a committed $60 million secured interim facility with certain of
its existing lenders which became available for drawdown from
the date of the 2.7 announcement by Sidara.
•
a committed $200 million new money facility which will become
effective at the same time as the Amendment and Extension
(and will be used in part to refinance the interim
facility); and
•
a committed existing guarantee facility of approximately $400
million governing guarantees issued and to be issued by certain
lenders under the RCF which will become effective at the same
time as the Amendment and Extension.
The terms of the Amendment and Extension will automatically
become more restrictive, and maturities will be shortened to
October 2027, if:
• the Acquisition terminates (including because shareholders do
not approve the Acquisition, the Court refuses to sanction the
Acquisition or any other condition is invoked by Sidara (with
the consent of the Panel, if required).
• Wood does not receive the first tranche o
f Sidara’s liquidity
injection following the Amendment and Extension becoming
effective.
• the Acquisiton is withdrawn, terminates or lapses in
accordance with its terms (unless followed within
five
business days by a revised offer from Sidara to implement
the Acquisition on substantially the same or improved terms
and subject to no new conditions).
•
the Acquisition does not become effective by 29 August 2027; or
• the agreement under which Sidara will provide a liquidity
injection is terminated
The Group also announced on 7 October that it was seeking
a temporary disapplication of the limitation on Borrowing
Powers set out in Article 98(B) of its Articles of Association. The
disapplication was approved by a meeting of shareholders on 23
October 2025 and remains in place until 31 October 2028.
Contingent liabilities
Details of the Group’s contingent liabilities are set out in note
35 to the financial statements.
Notes
1.
A reconciliation of operating pro
fit/(loss) to adjusted EBIT is presented
in table below and is a key unit of measurement used by the Group in the
management of its business.
2024
$m
2023
(restated)
$m
Operating loss per income statement
(2,631.4)
(55.1)
Share of joint venture
finance expense and tax
20.4
16.3
Exceptional items (note 5)
424.7
153.7
Impairment of goodwill and intangible assets (note 10)
2,214.8
-
Amortisation – intangible assets from acquisitions
52.7
54.5
Adjusted EBIT (continuing operations)
81.2
169.4
2.
Adjusted diluted earnings per share (AEPS) is calculated by dividing
earnings attributable to owners before exceptional items and amortisation
relating to acquisitions, net of tax, by the weighted average number of
ordinary shares in issue during the period, excluding shares held by the
Group’s employee share ownership trusts and is adjusted to assume
conversion of all potentially dilutive ordinary shares. AEPS on continuing
operations excludes the adjusted loss from discontinued operations, net
of tax of $nil million (2023: loss of $10.2 million). In 2024, AEPS was not
adjusted to assume conversion of all potentially dilutive ordinary shares
because the unadjusted result is a loss.
3.
Number of people includes both employees and contractors at 31 December
2024.
4.
Net debt to adjusted EBITDA cover on a covenant basis is presented in the
table below:
2024
$m
2023
(restated)
$m
Net debt excluding lease liabilities (reported basis)
(note 31)
682.9
693.5
Covenant adjustments
32.8
35.8
Net debt (covenant basis)
715.7
729.3
Adjusted EBITDA (covenant basis)
216.3
322.5
Net debt to Adjusted EBITDA (covenant basis) – times
3.33
2.26
Adjusted EBITDA (covenant basis) is on a rolling 12-month period and
excludes adjusted EBITDA from the discontinued operation and the impact
of applying IFRS 16. The funding agreements require that covenants are
calculated by applying IAS 17 rather than IFRS 16. The covenant adjustment
to net debt relates to finance leases which would be on the balance sheet i
f
applying IAS 17. Note: the covenant basis shown above refers to the measure
as calculated for our RCF. The measure used for our USPP senior loan notes
is not materially different from the covenant measure shown above.
5.
Interest cover on a covenant basis is presented in the table below:
2024
$m
2023
(restated)
$m
Net finance expense
108.9
78.1
Covenant adjustments
(19.6)
(1.7)
Non-recurring net finance expense
(12.1)
(1.9)
Net finance expense (covenant basis)
76.6
74.5
Adjusted EBITA (covenant basis)
180.9
296.3
Interest cover (covenant basis) – times
2.4
4.0
John Wood Group PLC
Annual Report and Financial Statements 2024
42
6.
Reconciliation to GAAP measures between consolidated cash flow
statement and cash flow and net debt reconciliation
2024
$m
2023
(restated)
$m
Decrease in provisions
(88.7)
(65.0)
Prior year cash exceptionals
42.0
68.9
Adjusted movement in provisions
(46.7)
3.9
Decrease/(increase) in receivables
342.0
(49.2)
Carrying value of business disposed (operating activity)
-
9.8
Adjusted increase in receivables
342.0
(67.7)
Decrease in payables
(212.4)
(94.2)
Prior year cash exceptionals
36.0
67.1
Adjusted increase/(decrease) in payables
(176.4)
(27.1)
Tax paid
(74.3)
(97.7)
Tax paid on disposal of business
-
-
Adjusted tax paid
(74.3)
(97.7)
Disposal of businesses (net of cash disposed and tax paid)
170.3
(22.5)
Tax paid on disposal of business
-
-
Divestments
170.3
(22.5)
Proceeds from disposal of investment in joint ventures
-
15.9
Proceeds on disposal of business (operating activity)
-
(15.9)
Adjusted disposal of investment in joint ventures
-
-
Adjusted cash generated from operations
256.5
143.3
Cash exceptionals
(119.1)
(133.9)
Net purchases of property, plant and equipment and
intangible assets
88.4
105.7
Dividends from joint ventures
21.0
15.6
Proceeds on disposal of business (operating activity)
-
(15.9)
Cash generated from/ (used in) operations
246.8
114.8
Proceeds on disposal of business (operating activity)
-
15.9
Purchase of property, plant and equipment
(18.6)
(18.8)
Proceeds from sale of property, plant and equipment
4.3
8.2
Purchase of intangible assets
(74.1)
(95.1)
Interest received
7.8
1.1
Interest paid
(114.6)
(81.7)
Tax paid
(79.3)
(97.7)
Non-cash movement on lease liabilities
(115.0)
(160.9)
Other
(9.8)
1.4
Free cash flow
(152.5)
(167.8)
Movements in provisions, receivables and payables, cash generated from
operations and tax paid have been adjusted to show exceptional items
separately to present significant items separately
from the rest of the cash
flow either by virtue o
f size or nature and re
flects how the Group evaluates
cash performance of the business.
7.
Restatement for business transfers
During the period, various businesses have been transferred between
business units:
• Part of Life Sciences business was transferred from Consulting to Projects
• Power business in the UK was transferred from Projects to Investment
Services
• Industrial Boilers business moved from Investment Services to Operations
• Downstream & Chemicals operations business moved from Operations
to Investment Services
Life
Sciences
Power
UK
Industrial
Boilers
Downstream
& Chemicals
Total
restatements
$m
Consulting
Revenue
(22)
-
-
-
717
Adjusted
EBITDA
2
-
-
-
79
Order book
4
-
-
-
533
Headcount
(119)
-
-
-
3,936
Projects
Revenue
22
(45)
-
-
2,056
Adjusted
EBITDA
(2)
2
-
-
143
Order book
(4)
(110)
-
-
1,842
Headcount
119
(177)
-
-
13,491
Operations
Revenue
-
-
51
(121)
2,412
Adjusted
EBITDA
-
-
3
4
158
Order book
-
-
29
(141)
3,493
Headcount
-
-
121
(730)
14,952
IVS
Revenue
-
45
(51)
121
375
Adjusted
EBITDA
-
(2)
(3)
(4)
85
Order book
-
110
(29)
141
332
Headcount
-
177
(121)
730
1,304
The results for our Business Units have been restated for these changes
and there is no impact on the Group’s total results.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
43
Governance
Financial statements
Training on s172 Duties:
s172 statement
Wood’s culture is underpinned by our
values which epitomise an unwavering
commitment to what we believe in and
how we behave. The outcome of the
Independent Review has tested that
culture and the Board is committed to
rebuilding the culture of the Company
such that it fully re
flects our values. See
page 108 for further details relating to
our purpose, values and culture.
Effective engagement with all of
our stakeholders ensures we remain
balanced in our decision-making. Our
stakeholders’ perspectives are taken
into account by the Board in its decision-
making. While we strive to generate
positive outcomes for all stakeholders,
there are instances where the Board
must balance the competing priorities of
different stakeholders.
Regular engagement with our
stakeholders not only shapes our
strategy but also informs our decisions,
supporting us in our actions as we aim to
deliver results and positive outcomes for
all stakeholders.
Examples of some of the principal
decisions that the Board has taken
during the year and how s172
considerations have been factored into
the Board’s decision-making, are set out
on pages 52 to 53.
How the Board ful
fils its s172 duties
The Board, both as a collective
and as individuals, are
committed to acting in a manner
that they believe, in good faith,
will promote the long-term
success of the Company for the
benefit o
f its shareholders, while
also considering the interests of
all of its stakeholders.
The Board members are provided with ongoing briefings at Board meetings to
understand their duties under s172 of the Companies Act 2006. This includes
understanding their responsibility to act in a way that promotes the success of
the Company for the bene
fit o
f its members, while also considering the interests
of other stakeholders.
Setting Culture, Values and Strategy:
The Board establishes the Company’s culture, values and strategic direction.
This involves defining the Company’s mission, vision and values, and setting
strategic objectives aligned with these principles.
Details of our key stakeholders and how the
business and the Board have engaged with
them are set out on pages 45 to 51.
Page 44 and pages 52 to 53 forms part of
the s172 statement.
Board Information/Papers:
The Board reviews comprehensive papers and information relevant to their duties.
This information helps the Board make informed decisions.
Engagement with Stakeholders:
The Board engages with stakeholders both directly and indirectly via the business and
management. The aim is to understand the interests, concerns and expectations of
the stakeholders, which can then inform the Board’s decision-making process.
Board Discussion and Decision:
After gathering all the necessary information, the Board discusses the various
matters at hand. They consider the impact of potential decisions on the Company
and its stakeholders. The Board then makes decisions that it believes will promote
the long-term success of the Company.
John Wood Group PLC
Annual Report and Financial Statements 2024
44
Stakeholder engagement
The Board recognises that the sustainability of the Company is
linked to delivering value for our stakeholders. To successfully deliver
our strategy and create value for our stakeholders, it is important to
understand what matters to them.
Employee engagement survey
Our global employee engagement survey
saw a record participation across the
Wood population and employee net
promotor score (eNPS). The annual
survey not only gauges workforce
perspectives but also fosters a culture
where every individual feels heard.
In 2024, we also included the option
for employees in eleven of our largest
headcount countries to anonymously
self disclose their gender, ethnicity and/
or sexual orientation to provide us
with engagement insights from under-
represented groups. Further information
about the 2024 survey can be found on
page 67.
Acting on listening
As a result of feedback received through
these channels, the following changes
and/or commitments were made:
• Making progress on improving the
employee experience by simplifying and
modernising our systems
• Continuing to focus on safety and
wellbeing
• Continuing to update and seek
feedback on the position of the
Company and the Independent Review
• Enhancing our Inspire Awards, a
global internal awards programme
to recognise and celebrate our
remarkable people, to include a focus
on early careers
• Launching Leadership Expectations
• Updating our People priorities to
support:
−
Providing meaningful development
opportunities
−
Recognising our remarkable people
−
Empowering our leaders with clear
expectations
−
Ensuring diversity and inclusion
remains a strategic priority
−
The Independent Review identified
significant areas
for improvement
in our financial culture and
communication between teams. This
will be an area of focus for Wood
through 2025 and beyond.
Employees
We believe an inspired culture starts
with an engaged, diverse and inclusive
employee culture where people are
empowered to deliver global change.
We are also mindful that events over
the year and into 2025 have shaken
employees’ faith in our culture in
certain respects, making further open
engagement critical as we look to rebuild.
How we engage
T
he Board recognises the importance
of strong employee engagement and
considers that meaningful, regular
dialogue with employees provides it
with greater insights into the culture,
activities and experiences of the people
in our business. Rather than adopting
one of the three methods of employee
engagement set out in the 2018
Governance Code, the Board and the
ELT use a combination of in-person and
virtual methods, including our annual
global employee engagement survey, site
visits, in-person roundtables, informal
lunches and dinners in different global
locations with leaders and high-potential
employees, and Leadership Listening
sessions.
This multifaceted approach provides the
Board and ELT with richer engagement
insights which the Board believes is
an effective method of listening to
employees about culture.
Areas of engagement and outcomes
This methodology was followed
successfully in 2024. For example, the
Board and ELT hosted an in-person
conversation with our early careers
employees in Houston and seven virtual
Leadership Listening Sessions. These
sessions were open to all employees
and provided the opportunity for the
Board to listen to feedback on the
Simplification programme, sa
fety and
wellbeing, executive pay, and provided
an open forum to hear what is going well
and identify what improvements can be
made.
Aside from regular engagement, the
Board and ELT were also conscious
over the year of signi
ficant uncertainty
in various respects, in particular in
relation to the Sidara approach, the
Independent Review, and decline in
share price following the Q3 trading
update, as well as concerns around
culture given the subject matter of the
Independent Review (and its findings as
we came through the first quarter o
f
2025). As a result, the CEO and wider
ELT hosted a number of additional
townhalls, in particular via our Leaders
Connect forum, to provide information,
answer questions and listen to employee
feedback.
Read more about our People priorities on
pages 64 to 69
Read more on page 108
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
45
Governance
Financial statements
Stakeholder engagement
continued
By providing updates on our strategy
and performance we can aid investor
understanding, and through regular
interaction we gain an insight into
their priorities. The Company’s long-
term success is also dependent on its
good relationships with its lenders and
their continued willingness to lend. We
recognise that events in this year were
challenging in certain aspects for both
investors and lenders, as we set out
below.
How we engage
We have an active Investor Relations (IR)
programme led by the CEO, CFO and the
IR team to engage with our investors.
Our main engagement activities include:
• Publication and presentation of
financial results and trading updates
• Capital Markets Days
• Investor briefings and presentations
• Investor roadshows around financial
results
• Investor meetings and roadshows
throughout the year
• Attendance at investor conferences
• Obtaining feedback from investors
regularly, both directly and through
brokers
• Meetings with the Chair of the Board
• Meetings with Chairs of the
Committees of the Board
As a general matter, a mixture of formal
and informal meetings and presentations
are held with our lenders. Key topics
include financial per
formance, strategy,
risk management and refinancing.
Presentations are given to our banks
and US Private Placement Investors
after the half-year and full-year results
are announced to update them on
financial per
formance and give them the
opportunity to ask further questions.
Areas of engagement
and outcomes
In addition to routine engagement
on financial per
formance, strategy
delivery and governance as set out
above, we also undertook engagement
on certain specific matters in 2024 as
outlined below, with the end of the year
dominated by the decline in our share
price and the Independent Review. In
addition, from Q4 routine engagement
on financial per
formance developed into
more heightened engagement.
Sidara approach
In April 2024, Wood received an
unsolicited, preliminary and conditional
proposal from Sidara regarding a
possible cash offer to acquire the
Company. This was followed by two
more proposals that the Board carefully
considered, together with its financial
advisers, and concluded that they
fundamentally undervalued Wood and its
future prospects. Accordingly, the Board
rejected the proposals unanimously.
Each of these decisions were based on
feedback from our shareholders following
a range of engagements including
discussions with the Chairman, CEO,
CFO and IR team through virtual and
physical meetings, letters and emails.
At all times, we considered the range of
views our shareholders had on the value
of Wood and the appeal of the multiple
proposals.
In late May 2024, Sidara announced
its fourth and
final cash proposal to
acquire the Company for 230 pence per
share. After having weighed all relevant
factors, particularly feedback received
from Wood shareholders, the Board
announced that it had decided to engage
with Sidara to see if a
firm o
ffer could be
made and granted Sidara access to due
diligence materials.
Subsequently, the Board was notified by
Sidara on 4 August 2024 that it did not
intend to make an offer for Wood in light
of rising geopolitical risks and
financial
market uncertainty.
Refinancing
The Board, together with our financial
advisers, explored a range of alternative
refinancing options
following Sidara’s
decision not to make an offer. This
involved communication with both
investors and lenders both before and
after the Independent Review.
Independent Review
In November 2024, we announced
that, in response to dialogue with our
auditor, we had agreed to commission
an Independent Review to be performed
by Deloitte LLP, focusing on reported
positions in Projects, accounting,
governance and controls. Following this
announcement, we held meetings with
the majority of our top shareholders
and lenders. These meetings continued
throughout the period as appropriate
with key topics of discussion being the
background of the Independent Review
and the scope, followed by outcomes and
remediation actions.
We published the headline findings o
f
the Independent Review in March 2025.
Further details can be found in the Audit,
Risk and Ethics Committee section on
pages 122 to 123.
Engagement in 2025
In February 2025, we received a new
approach from Sidara. This was followed
in April 2025 by a holistic non-binding
conditional proposal, comprising a
possible offer of 35 pence per share,
together with a possible capital
injection of $450 million. This offer was
subsequently reduced to 30 pence per
share in August 2025 when Sidara had
completed its due diligence and made a
formal offer.
Throughout the period, the Board
consulted with major shareholders. In
addition, the Company engaged with our
lenders in order to obtain the necessary
covenant waivers (and, where necessary,
extensions) and agree the Amendment
and Extension, including its interaction
with the offer made by Sidara. In taking
the decision to recommend the cash
acquisition of the entire issued, and
to be issued, ordinary share capital of
Wood, the Board considered the views
of shareholders as well as the interests
and requirements of other stakeholders
including our lenders.
Investors and
Lenders
John Wood Group PLC
Annual Report and Financial Statements 2024
46
We listen to our clients to make sure
we are leveraging our capability, scale,
global reach and leading solutions.
Wood’s clients expect a partner who
not only takes on the complex projects
but also innovates with digital and
decarbonisation solutions, ultimately
helping our clients create value while
achieving their sustainability goals.
How we engage
Understanding what matters most to
our clients is a key lever of growth. We
invest in building strong, transparent
and collaborative relationships to help
us partner in the long-term, resulting
in more work at higher margins. Client
relationships are managed through
our structured account management
programme by dedicated account
managers who work closely with our
clients, enabling us to create specific
account plans, objectives and growth
targets. It also enables us to monitor
client satisfaction, to de-risk and to drive
continuous improvement in our delivery.
In addition, our account management
programme ensures we collaborate
across Wood so that we bring the
full project lifecycle solutions of the
Company to bear.
Senior leadership meetings, annual
sponsor meetings, associations and
industry events are just some of the
components that form our client
engagement strategy, all of which were
conducted globally in 2024, both virtually
and in person.
Our primary focus of client engagement
remains fixed on:
• Safe outcomes with superior, value-
creating solutions
• Enduring relationships underpinned
by deep understanding of our clients’
challenges, and their trust in our
expertise and performance
• Delivering sustainable and digitally-
enabled solutions that align to our
clients’ strategic goals
Areas of engagement
and outcomes
We nurture client relationships at every
level including executive leadership,
project delivery, and growth and
development. Client engagement
sessions via our CoLab facilities provide
us with an opportunity to leverage
our best minds to identify challenges,
and realise ideas and opportunities
for innovation. The sessions cover a
broad range of topics including safety,
delivery performance, sustainability, and
future client and market activity. These
engagements are an opportunity for
Wood to listen to clients and vice versa,
continuously improving our delivery and
competitiveness. In addition, Wood
also leads Joint Industry Projects (JIP),
bringing together industry and research
experts to address complex challenges
through new solutions, standards or
setting best practice.
In pursuit of innovative solutions, we
leverage artificial intelligence and work
with technology firms such as Honeywell,
AVEVA, Aspentec and Cognite to
provide and integrate a wide range
of digital solutions spanning the full
asset lifecycle, maximising performance
and optimisation and enabling
decarbonisation.
Verdantix
– In 2024, leading independent
research and advisory firm, Verdantix,
named Wood a leader in digital for
its asset management technology
implementation services.
A shortlist of 10 companies were
evaluated in Verdantix’s 2024 Green
Quadrant report, with Wood awarded
the highest overall scores for its
innovative approach to asset
management technology in the energy
sector.
This accolade was driven by the proven
tangible benefits that Wood’s digital
asset health solution has delivered for
clients, including:
• A 25% reduction in maintenance costs
for a client by using AI-driven predictive
maintenance improvements
• Eliminating 500 offshore visits for a
client by deploying an asset digital
twin on five o
ffshore facilities
• Advanced net-zero transition plans
backed by ESG reporting credentials
JIP
for CO2 speci
fications
– Wood
led a JIP to create industry guidelines
for CO2 speci
fications to accelerate
sustainable Carbon Capture, Utilisation
and Storage (CCUS) projects.
The published guidelines are the first
of their kind to focus on the impact of
impurities in CO2 across the entire CCUS
lifecycle. These
findings aim to accelerate
the pace and growth of the CCUS
industry by creating a CO2 conditioning
standard to meet safety, environmental,
technical and operational requirements.
The members of the JIP include Aramco,
Equinor, Fluxys, Gassco, Harbour Energy,
Mitsubishi Heavy Industries, Net Zero
Technology Centre, OMV, Petronas, Shell,
and TotalEnergies. The JIP also brought
together industry and research experts,
DNV, Heriot-Watt University, IFE, NGI,
NPL and TÜV SÜD National Engineering
Laboratory (NEL), with support from
multiple licensors and equipment
suppliers.
Clients
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
47
Governance
Financial statements
Stakeholder engagement
continued
Highlights from our 2024 AGCC include
the provision of funding to the following
education initiatives:
•
Dream Learn Work, Brazil
– Wood’s
support will help towards providing
vocational training and building
competencies in areas such as IT
and English, for young people aged
between 18 and 25 years old from less-
developed areas
•
Citizen Leader Lab, South Africa
– Funding from Wood will support
the leadership development of
a school principal through the
Citizen Leader Lab’s ‘Leaders for
Education’ programme. This 12-month
programme is aimed at developing
a school principal’s leadership skills,
giving them the confidence, knowledge
and tools for managing the complex
organisation of a school, helping them
to become more effective leaders to
deliver the school’s education mandate
•
Ngroo Education, Australia
– Ngroo
Education’s goal is to improve access
to early childcare education for all
Aboriginal and Torres Strait Islander
children. Funding will go towards
the Aboriginal Families as Teachers
programme, which aims to strengthen
the ability of Aboriginal families to
build a rich home learning environment
that supports active participation in
early learning.
Engagement with Indigenous
Communities
Through our work in Canada engaging
with Indigenous Peoples we:
• Achieved Partnership Accreditation in
Indigenous Relations (PAIR) Phase 2
• Achieved Committed status with
the Canadian Council for Indigenous
Business (CCIB), committing to
Indigenous Peoples and acknowledging
the Truth and Reconciliation
Commission (TRC) of Canada’s Calls
to Action
• We are implementing Action #92
through leadership commitment,
Indigenous relations and partnership
and community involvement
Our community engagement actions are
guided by our values of care, courage
and commitment, and are focused on
ensuring that we operate responsibly
within those communities as well as
striving to create a lasting positive
impact. Through our engagement, we
aim to address the issues that matter
most to people, to deliver value and
improve lives.
How we engage
Our Community Investment programme
provides the framework for community
engagement, consisting of:
• Matching our employees’ fundraising
efforts
• Strategically uniting our people around
a single Global Cause
• Placing a focus on the actions we take
through volunteering time, skills and
expertise
In addition:
• We are committed to engaging
with Indigenous Communities in the
locations where we operate, to address
the disadvantages experienced by
them
• Through our Sustainability Code of
Practice, we encourage our teams on
project sites to engage with the local
community to ensure they operate as
a good neighbour and assess ways the
project could drive a positive legacy
Areas of engagement
and outcomes
Our employees remain at the centre
of our decision-making on Community
Investment. They are best placed
to understand the needs of our
communities.
By consulting with our employees, we
seek to embed accountability for the
actions we take, ensuring an inclusive
approach to all that we do. In 2024,
we contributed $1.1 million in time,
money and resources to good causes
in our communities, supporting many
charitable or non-profit organisations
close to the hearts of our employees.
This includes the continued
demonstration by our employees of
their support for our Global Cause of
education and, with the contributions
made in 2024 to our Global Cause, we
have achieved 53% of our goal to raise
$10 million by 2030. Through the 2024
annual Global Cause Challenge (AGCC),
Wood donated over $270k towards more
than 30 employee-nominated education
initiatives. The AGCC has supported
employee-chosen organisations in many
countries, seeking to break down the
barriers to education and deliver quality
education and skills for all.
Further details on the outcome of community
activities are on pages 70 to 71
Community
John Wood Group PLC
Annual Report and Financial Statements 2024
48
During 2024 the focus of our
environmental stakeholder engagement
continued to be on climate-related
matters. This engagement ensures
we understand our stakeholders’
environmental concerns and priorities,
such as the net-zero ambitions of
our clients, implications of policy and
regulation, and the expectations we need
to meet to attract and retain our people.
This in turn ensures we can operate our
business sustainably as we support the
world for a more sustainable future.
How we engage
To effectively engage with our diverse set
of environmental stakeholders, we utilise
several techniques including in-person
engagements (such as one-to-one
meetings, roundtables and conferences)
and external communications channels
such as social media, media relations
and our website. In 2024, our strategic
engagement methods included:
• Participation in strategic industry
events and groups
−
Attending large-scale exhibitions
and conferences (ADIPEC, ONS and
Gastech)
−
In 2024, we hosted a roundtable at
ADIPEC with clients and advisers on
carbon advisory and sustainability
−
Ongoing engagement with industry
environmental and sustainability
forums (e.g. Carbon Capture and
Storage Association)
• Engaging with government and
policymakers through attending
governmental/public policy forums
and actively participating in policy
discussion
−
Providing valuable information to
our partners on industry trends on
decarbonisation and sustainability
(e.g. UK Hydrogen Allocation Round)
• Client engagement
−
Regularly holding client seminars
(including ME-TECH and Regional
Energy & Sustainability Forums) and
sustainability-focused workshops
• Stakeholder meetings/briefings (e.g.
investor and lender meetings)
• Obtaining relevant recognition for our
work
−
In 2024, we secured six awards
and industry recognitions for our
work in the sustainability and
decarbonisation fields
Areas of engagement
and outcomes
• Carbon Capture, Utilisation and
Storage (CCUS)
−
Our experts met with the Minister
for Energy Ef
ficiency and Green
Finance to discuss CCUS promotion
and funding for UK projects. These
insights supported the government’s
strategic decision-making on
advancing CCUS adoption
−
We collaborated with 14 industry
stakeholders to develop a set of
guidelines for CCUS developers to
avoid impure carbon in the CCUS
value chain
• Energy transition
−
We held four roundtables focused
on accelerating energy transition
through digitalisation, CCUS and
hydrogen technologies
−
Wood participated in seven
strategic forums on how to
finance,
advance and optimise energy
transition technologies (including
the Westminster Energy Forum,
Bloomberg Energy Forum and The
Texas Tribune)
−
We generated industry reports
for clients on speci
fic parts
of the energy transition and
decarbonisation (e.g. our carbon
advisory team delivered a report on
low-carbon aviation fuels)
−
In 2024, Wood’s Executive President
of Operations assumed the role of
Supply Chain Champion of Offshore
Energies UK (OEUK), supporting
OEUK in its work across industry,
governments, and regulators to
build, enable, grow and sustain the
UK’s offshore energy supply chain
through the energy transition
−
Wood contributed to the Regional
Clean Growth Campaign, run
by the British Embassy in Dubai,
by providing information on our
sustainable projects in the Middle
East
Read more on our sustainability targets on
pages 26 to 27
Further information on our environmental
approach, performance and ongoing
strategy is contained in our Sustainability
Hub which is available at:
woodplc.com/
sustainability
Read more on our approach to
environmental management on pages
82 to 83
Environmental
stakeholders
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
49
Governance
Financial statements
Stakeholder engagement
continued
It is critical that we engage with and
develop suppliers who are aligned with
our values and strategic objectives, and
who can deliver products or services to
cater for the unique requirements of our
clients’ projects. We have identified and
proactively engaged with a selection
of key suppliers with whom business
relations have been developed. Methods
of engagements are tactical and
strategic as applicable, and address a
variety of areas of mutual interest.
How we engage
We engage with our suppliers on a
regular basis, in line with a frequency
determined by execution standards
and procedures and aligned to the
changing demands of the business. Our
engagement methods include face-to-
face and online meetings, questionnaires,
training, online communication and
collaboration sessions, led by the supply
chain team and, where appropriate,
participated in by other business
stakeholders.
Areas of engagement
and outcomes
Supplier Relationship Management (SRM)
At the core of our supply chain success
is the continuous cultivation of strong
supplier relationships. Our collaborative
approach has not only strengthened our
resilience against market pressures but
also significantly improved supply chain
ef
ficiency.
We have maintained open and
transparent communication channels
with a select number of critically
strategic suppliers. Periodic reviews
of the supplier segmentation ensures
that the engagement is relevant to the
markets we serve for our clients. Regular
meetings, feedback sessions and joint
planning efforts allow us to track agreed
strategic objectives.
Our inclusive approach ensures that
various stakeholders are involved
in the process, and that our supply
chain leverage is optimised from all
perspectives.
Market intelligence
We use multiple sources of market
intelligence to garner data on our
suppliers, markets, industries, and
relevant events that can open
opportunities, provide early warnings to
threats and risks, and highlight areas of
concern. The outcome of our intelligence
allows Wood to determine the right
tactical approach in the market to assure
the availability and the reliability of
delivery to our clients.
Project delivery
As part of our project delivery
commitments across our business units,
we hold a variety of engagements with
our suppliers. These meetings involve
a range of stakeholders as applicable,
from within the project team and cover
key aspects of delivery such as scope
kick-off, progress meetings, inspections
and expediting visits and are all key to
ensuring we are aligned to meet our
client requirements.
Due diligence activities
We conduct due diligence activities on all
new suppliers and on an ongoing basis on
a selection of suppliers across a variety
of ESG areas. Assessment of potential
suppliers’ risk profiles results in a supplier
risk indicator. As required, a suite of
training and questionnaires are issued
to these suppliers to allow us to better
understand the mitigations of any risk
and their acceptability or not to Wood.
We also review suppliers’ processes and
procedures in relation to handling any
personal data. We work with suppliers
to close any gaps and implement
improvements across Anti-Bribery and
Corruption, Modern Slavery, and Building
Responsibly Principles.
Digitalisation
We continue to work with our suppliers
where appropriate to increase the use
of system automation by implementing
catalogues. This has helped make the
acquisition process more ef
ficient.
It is the dedication of our supply
chain professionals and supporting
stakeholders that ensures goods and
services are delivered to the right
place, at the right time and at the right
cost to meet our business and clients’
requirements. We manage, mitigate
and reduce our risk through market
intelligence and due diligence activities.
Our SRM work also drives significant
value contribution from critical suppliers
and provides competitive advantage.
Additional information can be found on our
Supply Hub which is a platform within our
website, for our suppliers to learn more:
woodplc.com/sustainability/profit/
supplier-support-hub
Read our Supply Chain Code of Conduct:
woodplc.com/scm
Suppliers
John Wood Group PLC
Annual Report and Financial Statements 2024
50
We are committed to offering our
workforce suitable retirement plans,
where appropriate. We engage with
those who are currently employed to
enable them to understand the range
of offerings and make the right choices.
For pensioners, or those with deferred
pensions, we provide ongoing support
and administration either through our in-
house administration team, as in the UK,
or via appointed external vendors.
In the UK, the trustee of the pension
plan (the Trustee) is responsible for
engagement with members. In the US
and Canada, a benefits committee
is responsible for engagement with
members through the team. In
Australia, the policy committee sets the
engagement strategy with help from
their advisers.
How we engage
In the UK, US, Canada and Australia, we
proactively engage with new employees
at the point of hire, detailing the
retirement savings options available to
them.
Engagement is proactive via dedicated
portals and onboarding processes,
and also forms part of our
financial
wellbeing pillar. The Company is
responsible for engaging regularly
with the US 401k and superannuation
committees and the UK Trustee on
Company performance and matters
which may impact the retirement
plans, e.g. financial per
formance, ESG
reporting requirements, and structural
changes. Issues raised by the Trustee
and committees are carefully considered
by the ELT and referred to the Board
as appropriate. This ensures a better
understanding and alignment of
Company and Trustee or committee
objectives.
In the UK, we have member-nominated
trustees who represent current, deferred,
and retired members; these are selected
by a Trustee selection committee. The
Company also has Company-nominated
trustees. The Trustee is responsible
for detailed communications with its
members and collaborates with the
Company to ensure communications are
appropriate and relevant. The UK Trustee
board meets monthly.
Our 401k and retirement committees
meet quarterly in the US, Canada,
and biannually in Australia to ful
fil
all fiduciary requirements and we
proactively engage with employees along
all phases of their retirement journey.
Areas of engagement
and outcomes
• In the UK, the Pensions Administration
team undertook additional
engagement activities, as a result of
feedback gained from the 2023 annual
survey issued to defined contribution
members. This included age-related
webinars, pre-retirement seminars and
investment specific workshops
• The 2024 annual survey was responded
to by 20% of members and the
Trustee and Pensions Administration
team will use the results to inform
decision-making and consider further
improvements during 2025 such as
15-minute practical pension videos
• In Canada, we continued our ongoing
efforts to streamline our retirement
plan structure and simplify bene
fit
plan offerings while maintaining
competitiveness
• In Australia, we established a new
policy committee and received a formal
report from the Superannuation
provider on performance and
opportunities for engagement during
2025
• In the US, we achieved 401k Plan
improvements, increasing both
employee participation and the savings
rate, through deployment of 10 award-
winning marketing and communication
campaigns. We achieved positive 2024
financial outcomes and reduced
future
expenses for the US pension plans
by conducting a lump sum window
to settle the liabilities of interested
participants
During 2024, members of management
and the Chair received further
communications from some UK-based
pensioners, who are former Foster
Wheeler Pension Plan members, who
have formed a group called FosPen
(these members became part of the plan
following the acquisition of Amec Foster
Wheeler in 2017). These pensioners
represent a group of approximately
2,000 pensioners who do not receive
a contractual annual pension increase
on an element of their pension. The
Company and Trustee ensure that
pensioners are treated in accordance
with the trust deed and rules covering
this element of the Foster Wheeler
Pension Plan, which state that pension
increases are discretionary on pensions
accrued pre-5 April 1997.
The UK defined benefit section remains
in a strong financial position, with a
healthy surplus. The current funding
position of this plan on a technical
provisions basis is 110.6% (at 31
December 2024) and on a buyout basis
the funding is approximately 105%.
Looking to the future, the Company and
the Trustee are reviewing the long-term
strategy for the UK de
fined benefit
plan. This involves considering whether
to continue to run on for an extended
period of time, with the objective of
generating further surplus that could
benefit members and the Company, or
alternatively entering into a transaction
as soon as practical to secure member’s
benefits with an insurance company.
The Company and the Trustee are
considering thoroughly all the relevant
issues, including whether to apply
discretion to any pensions accrued pre-5
April 1997. No final decisions have yet
been made.
Retirement plans:
current and
deferred workforce
and pensioners
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
51
Governance
Financial statements
Key Board decisions in 2024
Key decision 1:
Decision to engage with
Sidara in 2024
Stakeholders considered:
s172 criteria considered:
a, b, c, e and f*
In Q2 of 2024, the Board received an
approach from Sidara regarding a
possible cash offer for the entire issued
and to be issued ordinary share capital of
the Company. The Board rejected three
proposals from Sidara before deciding to
engage to determine if a
firm o
ffer could
be made on the same financial terms
as the fourth proposal. Accordingly,
Wood granted appropriate access to
due diligence materials. The Board
focused primarily on delivering value for
shareholders and assuring the long-term
future of the Company. In addition, the
Board considered the potential impact
on all stakeholders:
• Investors: engaging with the
Company’s key investors to ensure
their feedback was considered in the
decision-making process
• Employees: keeping them informed
throughout the offer period to ensure
transparency and to alleviate concerns
within the workforce
• Clients and suppliers: ensuring that
they were confident that Wood would
continue to deliver on its commitments
throughout the offer period and
regardless of the outcome
• Retirement Plans: Considered the
impact upon workforce pensions
Strategic actions supported by the
Board:
• Appointment of a committee of
directors to oversee the proposals and
decision-making process
• Consideration of stakeholder impact
• Multiple meetings with shareholders to
ensure their feedback was considered
• Ongoing engagement with the
Company’s brokers, advisers and
management to ensure governance,
oversight and control
• Disclosure in accordance with the
requirements of the Takeover Code
• Regular engagement with stakeholders
to ensure ongoing dialogue, feedback
and assurance
• Engagement and constructive debate
among directors and management
s172 criteria*
a.
The likely consequences of any decision in the long term
b.
The interests of the Company’s employees
c.
The need to foster business relationships with suppliers, clients and others
d.
The impact of the Company’s operations on the community and the environment
e.
The desirability of the Company maintaining a reputation for high standards of business conduct
f.
The need to act fairly between members of the Company
Key to stakeholder groups
Employees
Investors & Lenders
Community
Clients
Environmental stakeholders
Suppliers
Retirement plans: current and
deferred workforce and pensioners
Outcomes:
By implementing these strategic actions,
the Company achieved, or aimed to
achieve, the following outcomes:
• A decision by the Board to engage with
Sidara to establish if a
firm o
ffer could
be made on the same terms as the
final proposal
• Reassurance to investors, lenders,
employees, clients and suppliers that
Wood would continue to deliver on
its strategic aims during a period
of potential change, to minimise
disruption and uncertainty
• Appropriate governance and oversight
from the Board in relation to the
proposals, decision-making and due
diligence, providing stakeholders with
confidence and assurance
Following a period of detailed
engagement, Sidara announced in
August 2024 that it did not intend to
make an offer due to external market
factors, citing rising geopolitical risks and
financial market uncertainty.
Further information on the engagement
with Sidara during 2025 can be found on
page 07 and engagement with investors
and lenders can be found on page 46.
John Wood Group PLC
Annual Report and Financial Statements 2024
52
Key decision 3:
Decision to commission
Independent Review
Stakeholders considered:
s172 criteria considered:
a, b, c and e*
In the Company’s Q3 trading update
published on 7 November 2024, Wood
announced the commissioning of the
Independent Review.
The Independent Review focused on
reported positions of contracts within
Projects, accounting, governance and
controls, including whether any prior year
restatement would be required.
Strategic actions supported by the
Board in 2024:
• In conjunction with the external
auditor’s ongoing work and in response
to dialogue with its external auditor,
the commission of an Independent
Review conducted by Deloitte LLP
• The establishment of a committee of
directors to oversee the Independent
Review process and engagement with
Deloitte LLP (and other advisers)
• Engagement with investors and
lenders
• Engagement with media, employees
and clients to provide clarity
and understanding within the
confidentiality parameters o
f the
Independent Review
The Board took further action in 2025
as the Independent Review continued
through to completion, in particular
in terms of supporting changes in key
roles, external assistance in supporting
the FY24 financial results and the
remediation plan.
Outcomes:
The principal outcomes of the agreement
to commission the Independent Review
(in addition to measures which had
already been taken proactively by the
Board) were:
• The implementation of immediate
and long-term remediation actions
to address material weaknesses and
failures identi
fied by the Independent
Review and the conduct of a root
cause analysis of the Independent
Review’s findings
• Delegation of oversight of the
remediation plan to the Audit, Risk
and Ethics Committee Chair, with the
Interim CFO (and now incoming CEO)
as the plan sponsor
• Creation of a new full-time role of
President Transformation & Risk with
responsibility for the delivery of the
remediation plan
• The appointment of an external
consulting firm as an adviser to
support the remediation plan
Further information can be found on
pages 122 to 123.
Key decision 2:
Simplification programme
Stakeholders considered:
s172 criteria considered:
a, b, c and e*
At the beginning of 2024, the Company
announced a Simplification programme
to advance strategic delivery, drive cost
ef
ficiency and support a broader e
ffort
to expand adjusted EBIT margins. The
programme would aim to achieve this by:
• Simplifying the way we work: reducing
complexity in our functional structure,
processes and procedures, and
expanding our shared services model
• Right-sizing central corporate
functions: putting greater ownership
and accountability for functional
activities into the business units to
support growth priorities, and reducing
central functional overhead costs
• Delivering IT & real estate savings:
building on cost savings already
underway
The programme targeted annualised
savings, though had cash costs to
complete.
In evaluating the Simplification
programme and identifying potential
areas for improvement, the Board
considered several key factors impacting
our stakeholders:
• Employees: To address the main
challenges of our people based upon
their feedback, aiming to enhance
employee experience through the
simplification and streamlining o
f
processes
• Investors: The goal was to drive higher
margins beyond our pre-existing
strategic plans
• Suppliers: To improve the overall
experience for suppliers working with
Wood, which includes optimising our
sourcing, onboarding, utilisation, and
payment processes
• Clients: Further enhancing our client
satisfaction by ensuring timely delivery
and upholding high-quality standards
Strategic actions supported by the
Board:
• Establish a leadership team and
programme director to lead the
Simplification programme
• Engage the wider organisation to
identify organisational and process
simplification opportunities
• Regular internal communications to
build and maintain engagement in the
programme
• Establish a Change Advisory Network
to support change adoption and
sustainable, continuous improvement
• Focus on improving cash collection and
working capital processes in line with
strategic drive towards free cash
flow
• Allocate capital to support the
programme, including exceptional P&L
charges
Outcomes:
By implementing these strategic actions,
the Company achieved, or aims to
achieve, the following outcomes:
• Annualised savings of c. $60 million
from 2025
• Simplified
functional organisational
structure, with reduced central
overhead costs
• Improved employee experience with
streamlined functional processes and
procedures
• Expanded adjusted EBIT margins
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
53
Governance
Financial statements
Sustainability
Embedding
sustainability
in our business
Wood’s vision and strategy has
sustainability at its core, and we
are committed to ensuring that
it is embedded in all key business
decision-making.
As a member of the United Nations
Global Compact (UNGC), our
sustainability approach is founded on
the UNGC’s 10 principles and focuses
on contributing to the UN Sustainable
Development Goals. Our sustainability
approach has three pillars:
• People
• Planet
• Profit
We focus on the issues that are most
material to our business and our three
key stakeholder groups - employees,
clients and investors - as informed by our
periodic materiality assessments.
Governance of sustainability and ESG
matters is led by the Board; further
details of our governance framework are
set out on pages 74-75.
In 2024, John Wood Group PLC received a rating
of AA (on a scale of AAA-CCC) in the MSCI ESG
Ratings assessment.
The use by John Wood Group PLC of any MSCI
ESG Research LLC or its af
filiates (“MSCI”) data,
and the use of MSCI logos, trademarks, service
marks or index names herein, do not constitute
a sponsorship, endorsement, recommendation,
or promotion of John Wood Group PLC by
MSCI. MSCI services and data are the property of
MSCI or its information providers, and are provided
‘as-is’ and without warranty. MSCI names and
logos are trademarks or service marks of MSCI.
Read more on our materiality assessment:
woodplc.com/sustainability/materiality
Further information related to our
sustainability programme is available on
our website:
woodplc.com/sustainability
ESG ratings
MSCI: AA (December 2024)
Ecovadis: Bronze (December 2024)
John Wood Group PLC
Annual Report and Financial Statements 2024
54
Planet
Profit
People
Read more on pages 72-85
Read more on pages 86-89
Deliver sustainable growth
Preserve the environment
Improve lives
Our sustainability approach has three pillars:
Read more on pages 59-71
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
55
Governance
Financial statements
Sustainability
continued
Targets
Aims
40% reduction in Scope 1 and 2 GHG
emissions by 2030, compared to a 2019
base year.
Zero incidents that result in fatality
or permanent impairment.
Double revenue from sustainable
solutions in energy transition and
sustainable materials markets by 2030,
from a 2021 baseline.
Ensure the safety, security, health
and wellbeing of our people
Protect, respect and enhance
human rights, equality and
inclusion
Contribute to our local
communities, actively supporting
decent work and opportunity for
all
Protect and preserve the
natural environment and
promote biodiversity
Fight climate change by
decarbonising our own and
our clients’ carbon footprint
Reduce resource consumption
and promote the benefits o
f
a circular economy
To promote fairness and
transparency in business
practice and performance
disclosure
Partner with our supply chain to
deliver sustainable growth and
development
Deliver sustainable innovation
and solutions through
partnership and ingenuity
Improve gender balance with 40%
female representation in senior
leadership roles by 2030.
Contribute $10 million to our Global
Cause by giving our time, energy,
resources and funding by 2030.
To ensure all Wood of
fices are single-use
plastic-free by 2025.
Consistently rank in the Top Quartile
ESG investment ratings within our sector
group by 2025.
100% of Wood labour suppliers sign up
and comply with the Building Responsibly
Principles by 2025.
100% of our total suppliers sign up and
comply with the Building Responsibly
Principles by 2030.
Planet
Profit
People
John Wood Group PLC
Annual Report and Financial Statements 2024
56
2024 performance
Status
SDG alignment
Zero incidents
37% female representation in
senior leadership roles
$5.3 million contributed to our
Global Cause since 2020
75% reduction in Scope 1
and 2 emissions
59% of
fices single-use
plastic-free
5% cumulative growth in
sustainable solutions revenue
Awarded AA rating by MSCI
87% labour suppliers
signed up
37% total suppliers
signed up
Target
status key:
Achieved
On track
Not met
Strategic pillar
Inspired Culture
Creating a great place to work by
prioritising employee wellbeing,
welcoming and celebrating different
backgrounds and increasing
employee engagement by supporting
their community-focused actions
Performance Excellence
Delivering innovative, sustainable
and reliable solutions for our clients
that contribute to their net-zero
ambitions, and taking proactive
steps to manage the environmental
and social impacts of our own
business
Sustainability in our strategy
Sustainability is a core element of our
corporate strategy and the actions we
take to deliver against our sustainability
aims and targets contribute to two of
the three key pillars of our strategy.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
57
Governance
Financial statements
Non-financial
and sustainability
matters
Policies and standards
governing our approach
Detailed disclosure
Environmental
Health, Safety, Security and Environment
(HSSE) policy
Environment, pages 82 to 85
Environmental management standards
TCFD report, pages 73 to 81
Supplier code of conduct
Stakeholder engagement, pages 45 to 53
Employees
Code of conduct
People, pages 64 to 69
Human rights policy
Health, safety & security, pages 60 to 63
Equal opportunities policy
Gender pay gap report on woodplc.com
Bullying and harassment policy
Directors’ report, pages 147 to 150
HSSE policy
Directors’ remuneration report, including workforce remuneration, pages 128 to 146
Diversity and inclusion policy
Stakeholder engagement, pages 45 to 53
Flexible working policy
Global mobility policy
Reward policy
People development policy
Social matters
Community Investment policy
Community, pages 70 to 71
Supplier code of conduct
Stakeholder engagement, pages 45 to 53
Tax strategy
Human Rights
Human rights policy
People, pages 64 to 69
Supplier code of conduct
Ethics and compliance, pages 87 to 89
Diversity and inclusion policy
Modern slavery and human traf
ficking statement on woodplc.com
Data protection policy
Human rights page on woodplc.com
Anti-corruption
and anti-bribery
matters
Code of conduct
Ethics and compliance, pages 87 to 89
Supplier code of conduct
Anti-bribery and anti-corruption policy
Ethics reporting & anti-retaliation policy
Commercial intermediary policy
Conflicts o
f interest policy
Competition law compliance policy
Sanctions, export controls and
anti-boycotts policy
Gifts and hospitality policy
Climate-related
financial
disclosures
TCFD report, pages 73 to 81
Additional
disclosures
including:
Business model
Business model, page 22 to 23
Non-financial KPIs
Non-financial KPIs, pages 25 to 27, 62, 67 and 83
Principal risks and
impact on business
activity
Principal risks & management of principal risks, pages 90 to 98
Non-financial and Sustainability In
formation statement
In accordance with sections 414CA and 414CB of the Companies Act 2006, the following constitutes Wood’s Non-
financial and
Sustainability Information statement.
The ‘Detailed disclosure’ provides references to where the information can be found that is relevant for the understanding of our
business in relation to the matters listed as well as the due diligence implemented in pursuance of our policies and the outcomes
of those policies. Certain information is incorporated by reference, as listed in the table below. All references are to locations in this
Annual Report and Financial Statements unless otherwise specified.
Sustainability
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
58
SDG alignment
Zero
incidents
37%
female representation in senior
leadership roles
$5.3m
contributed to our Global
Cause since 2020
Zero incidents that result in fatality
or permanent impairment.
Target
Improve gender balance with 40%
female representation in senior
leadership roles by 2030.
Contribute $10 million to our Global
Cause by giving our time, energy,
resources and funding by 2030.
People
The People pillar of our sustainability approach
refers to our commitment to improve lives
by contributing to a fairer, safer and more
prosperous society through our three aims to:
Ensure the safety, security,
health and wellbeing of our
people
Protect, respect and enhance
human rights, equality and
inclusion
Contribute to our local
communities, actively
supporting decent work and
opportunity for all
Progress
Target
Progress
Target
Progress
Read more on pages 62-63
Read more on page 67
Read more on pages 70-71
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
59
Governance
Financial statements
Our strategy reflects our dedication to
continuous improvement as we strive
towards excellence through proactive
planning, effective risk management and
leadership engagement. By identifying,
assessing and mitigating risks, we ensure
that our journey towards Health, Safety
and Environment (HSE) excellence is not
only a goal but a shared responsibility.
Engaging with our teams at every level
not only strengthens our HSE efforts but
also drives innovation and accountability,
ensuring we deliver safe and effective
results in everything we do.
Health and safety
The Shield is our overarching safety
programme and is a metaphor for
protection. It aligns with our company
values by asking our employees to
have the commitment to prepare for
challenges we may face in our daily work,
the care to engage with what is required
of us in our roles, look out for one another
and be accountable, and the courage
to intervene when appropriate to do so,
taking action to protect ourselves and
those around us.
Health, safety & security
At Wood we are unwavering in our commitment to ensuring the
health, safety and security of everyone involved in our operations.
Guided by our core values of care, courage and commitment, we
prioritise the wellbeing of our employees, partners and communities.
Mental health and wellbeing
Caring for our people is one of the
core values we have at Wood. It is
this commitment that drives our
ongoing focus to apply the best
available approaches to mental
health and wellbeing to benefit our
whole Wood community.
In accordance with our HSSE Policy,
we aim to continue promoting
mental health and wellbeing within
our company through the Mental
Wellness Plan 2022-2025 that is
being embedded at the business
unit level. This plan focuses on six key
areas: work ef
ficiency, work delivery,
absenteeism, workplace conflicts
and threats, behavioural issues, self-
harm, and major incidents. Ongoing
online and live webinars about Mental
health and Wellbeing training across
the business has been completed
by 3,520 employees including line
managers. Additionally, we continue
to train and develop our wellbeing
champions with 205 currently active
across the business.
Around Wood in 30 Days
The Around Wood in 30 days challenge
is a virtual event bringing together our
entire Wood family and contractors to
mark Occupational Health Week and
World Health Day.
With 51 teams and 146 individual
entrants, we achieved an incredible
252,528,761 steps, showcasing our
incredibly inspired culture along the way.
This initiative garnered worldwide
participation and engagement through
Viva Engage, alongside local activities
that promoted mental wellbeing and
work-life balance in Wood.
With our inspired culture in action, from
Argentina to Abu Dhabi, and Thailand
to Trinidad, we hiked, ran, cycled, swam,
skated and more to look after our
wellbeing.
The challenge kicked off virtually in
Melbourne, Australia, and followed a
predetermined route around the globe.
3,520
employees have completed Mental
health and Wellbeing training
John Wood Group PLC
Annual Report and Financial Statements 2024
60
Sustainability
continued
Keeping
our people safe.
During Global Safety Week in June
2024, we launched the Make it Home
campaign. Make it Home is an evergreen
programme that forms our long-
term approach to HSE across Wood.
Global Safety Week provided a strong
platform to begin embedding Make it
Home as part of Wood’s safety culture,
underlining the commitment to keeping
our people safe.
Make it Home aims to:
• Make safety something that everyone
owns at Wood
• Ensure people prioritise personal
safety above anything else
• Place focus on the importance of
responsible behaviours and choices
• Increase awareness of, and
engagement with, Wood’s safety
resources and ensure they are available
for all
The campaign launch featured several
employee engagements including
global townhalls, an intranet takeover
and leaders’ briefing calls. Campaign
content, including information packs,
safety moments, branded templates and
other collateral was distributed through
internal channels, reaching over 6,500
downloads.
These activities were further supported
by bi-weekly focused learning sessions,
each one designed to engage and
educate global teams.
Engagement rates across channels
reached 3.78%, compared to the 2024
average which was 0.5%. Across Wood
in 2024, teams celebrated several health
and safety milestones, some of which
include:
• EMEA Minerals & Metals Anglo team
reached one million hours lost time
injury (LTI)-free hours
• EMEA Minerals & Metals Johannesburg
team marked five years LTI and
recordable incident-free
• STL Warehouses team in Brunei
celebrated seven years incident-free –
a total of 466,020 exposed hours
• A client team in Singapore completed
almost 20 million safe work hours
without a serious safety incident
• The Brazil Operations team celebrated
a successful turnaround campaign
with over 70,000 hours without
incident
>6,500
content downloads
4%
engagement rate
+150
employee stories shared
The HSSE team credits the success
of the launch of Make it Home to its
significant
focus on the human elements
of safety. By bringing in the consideration
of loved ones, the campaign has shifted
the conversation from workplace
safety to one that is deeply personal
and meaningful, increasing resonance
and engagement across the whole
organisation.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
61
Governance
Financial statements
Sustainability
continued
Health and safety
performance
Our leading indicators, leadership
engagements and HEART (Harm
Elimination and Recognition Tracker)
observations, are proving to be highly
effective in driving improvements
in our lagging indicators. These
proactive measures allow us to
identify and address potential issues
before they escalate, fostering a
culture of safety and continuous
improvement. As a result, we
have observed a year-over-year
improvement in all our safety
performance rates. This positive
trend underscores the importance
of our commitment to these leading
indicators and their role in enhancing
overall safety outcomes across the
organisation.
We established both leading and
lagging safety targets for 2024:
• Zero Fatality and Permanent
Impairment (FPI)
Actual Injury
Incidents – incidents that result
in fatality, life-threatening or life-
altering injury or illness
• Leadership engagement events
– focused on safety visits and
engagements by senior managers
FPI incidents
We are pleased to report that zero
incidents occurred that resulted in
fatality or permanent impairment in
2024.
Our journey with FPI continues to evolve.
Some of the BUs who have full control
over the Health and Safety management
at site are continuing to implement the
programme as intended and are seeing
positive results. More broadly we are
continuing to track it across the business
as a Wood KPI and were pleased to
complete 2024 with no FPI actuals and a
reduction in potentials.
System wise, we have updated CAIRS
(Corporate Analysis and Incident
Reporting System) to include FPI
classifications. We continue to have a
monthly FPI governance call to ensure
continuity of alignment and compliance
with the Wood classification o
f our most
critical risks.
By focusing on our critical risks, we
are able to effectively manage the
project risk profile at the site level.
These risks are recorded in the project
risk management system, which are
then integrated into our functional risk
registers. These registers are maintained
within our corporate risk management
system, (BRisk), in accordance with our
Risk Management standard. They are
also aligned with our principal risks and
further details of this process can be
found on page 90 of our annual report.
Leadership engagements
Target No.
in 2024
Actual No.
in 2024
% vs
Target
4,741
5,439
115%
We are pleased to report that the
dedication of our leaders has meant that
the number of engagements surpassed
the planned targets for the year, resulting
in 115% of the target being achieved.
Effective management of Wood’s HSSE
performance is strongly in
fluenced by
leadership and individual accountability.
When leaders are committed, involved,
and proactive in managing risks, they
set a positive example for the entire
organisation. We place a high value on
visible, genuine leadership, believing
it is the key factor that distinguishes
exceptional safety performance from
good safety performance. Our actions,
rather than just our words, clearly
demonstrate our commitment to the
wellbeing of our employees.
These engagements, whether in the
of
fice, on-site or virtual,
foster strong
relationships, build trust, reaf
firm our
commitment to safe, compliant, and
reliable outcomes, and provide an
opportunity to recognise and celebrate
excellent performance.
HEART
Building a stronger safety culture starts
with our people. It starts with having
the courage to intervene when we
observe unsafe actions or conditions,
and recognising the safe behaviours and
conditions. HEART (Harm Elimination
and Recognition Tracker) is our
behaviour-based safety observation
system that helps us engage our co-
workers at the of
fice, at the worksite and
at home to proactively identify hazards
and effectively intervene, to improve
our safety standards and expectations.
Including those captured in our client
systems, we have recorded over 221,000
observations.
Zero
incidents
Zero incidents that result in fatality
or permanent impairment.
Progress
Target
John Wood Group PLC
Annual Report and Financial Statements 2024
62
2019
0.04
0.04
2020
0.02
0.03
2021
2022
Lost time incident rate (LTIR)
per 200,000 exposure hours
2019
0.18
0.17
2020
0.18
0.17
2021
2022
Total recordable incident rate (TRIR)
per 200,000 exposure hours
0.18
2023
0.04
2023
0.13
2024
0.03
2024
Focus on security
The primary goal of Group Security is to
support the Company in safely winning
and delivering projects worldwide,
enhancing resilience and continuity
in the face of security, political or
social disruptions. To achieve this,
the team provides advice on bids,
security risk mitigation for projects,
travel considerations and strategic risk
guidance to leadership. Group Security
also oversees the crisis and emergency
management frameworks.
In 2024, the team reoriented to align
with Project Simplification. The nature
of Wood’s global operations requires a
strong capability to safeguard personnel
in varying security environments and
facilitate swift repatriation when
needed. This aligns with Wood’s focus on
fostering a safe and inspired work culture
by ensuring secure work environments
and offering resources to extract
personnel when security or medical
concerns arise. During 2024, the Middle
East experienced intense upheaval, with
the potential for signi
ficant impact on
Wood operations. Group Security was
instrumental in the establishment of a
cross-business unit Incident Management
Team, which provided direction, planning
and mitigations in response to regional
events, ensuring the safety of Wood
staff and stakeholders.
With a lean team structure, Group
Security exemplifies per
formance
excellence by ef
ficiently supporting the
ELT, business units and global sites.
In the bidding process, the team also
supports profitable growth by identi
fying
and including security costs and fostering
competition among security providers
to manage costs. Additionally, Group
Security enhances Wood’s resilience,
ensuring operations resume swiftly
and cost-effectively in the event of
disruptions.
The function also provides geopolitical
insights, which have proven invaluable
as global changes impact regional and
country-specific dynamics. By o
ffering
forward-looking advice across the
organisation, Group Security helps Wood
maintain agility and resilience in a rapidly
shifting geopolitical landscape.
2025 outlook
Group Security will continue to support
Wood winning and delivering projects
worldwide, and enhancing resilience and
continuity. The relevance of geopolitical
advice only increased throughout
2024, and the function will continue to
proactively support the business at all
levels across 2025, promoting further
resilience and agility in the face of
change.
Total recordable incident rate
(TRIR)
We continue to monitor and report
on traditional metrics in line with
industry standards and include both
employees and contractors in our
data. Performance is based on a
rolling 12-month frequency rate and is
inclusive of contractors working under
Wood’s management system.
In total there were 79 recordable
incidents across the business. This
represents a 33% reduction in
the number of recordable injuries
compared with 2023, which results
in our 2024 TRIR performance
significantly improving to 0.13,
compared to 0.18 in 2023.
The most common cause of injury
(23%) was contact with tools,
equipment or machinery, closely
followed by manual handling (15%).
Lost time incidence rate (LTIR)
In total there were 18 lost time
incident cases across the business.
This represents seven fewer injuries
than the previous year. As a result, our
LTIR marginally decreased to 0.03,
from 0.04.
The most common work activity
undertaken at the time an LTI occurred
was maintenance and manual handling.
Similarly to the collective recordable
incidents, risk management issues were
the most common root cause, with
inadequate hazard identification and
inadequate implementation of controls
featuring most often. All LTI incidents
were investigated, and corrective and
preventative action plans established to
prevent reoccurrence.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
63
Governance
Financial statements
Leadership
expectations
Developing exceptional
leaders across Wood.
Our people
Wood is a global leader in consulting and engineering, delivering
solutions to complex challenges in Energy and Materials markets.
We employ around 35,000 people to deliver secure, clean and
sustainable Energy and Materials.
Balancing
our business
In May 2024, Wood was announced as
the first energy company to be a finalist
for the INSEAD Balance in Business
Awards in the ‘FTSE 250 Best Strategy’
category. The annual awards recognise
FTSE and private companies who are
setting an example, leading the way
and pushing boundaries to improve and
champion Diversity & Inclusion.
The judges specifically recognised
Wood’s global employee networks,
ongoing partnerships with local
organisations all over the world and
the strategic commitment to gender
diversity as hallmarks of a company
that is committed to driving meaningful
change across its global footprint.
“Building an inspired culture
is at the heart of our strategy
because leveraging the diversity
of thought, experience and skills
that our people bring to work is
how you truly design the future.”
Catherine Liebnitz
Chief Human Resources Of
ficer
Working in around 60 countries
and in highly competitive markets,
Wood’s strategy centres on
designing the future and is
underpinned by its ability to attract
and retain the best talent from
around the world.
Our team, comprised of diverse
experiences, skills and perspectives
will make this possible.
We continue to prioritise inclusion
and wellbeing to ensure all our
people are heard, respected, and
make it home safely, every day.
Wood’s future success will be the
result of our remarkable people, and
our People priorities will ensure we
are supporting current and future
talent appropriately.
Read more on page 68
Remarkable people
Enabling Wood to attract,
develop and retain top
talent across the world.
Engaging our people
Supporting all individuals
and teams across Wood to
perform at the highest level.
Read more on page 65
Read more on page 67
Our priorities:
John Wood Group PLC
Annual Report and Financial Statements 2024
64
Sustainability
continued
Remarkable people
In today’s competitive business
landscape, nurturing and developing
talent is crucial. Our development
philosophy is underpinned by our
commitment to provide all employees
with the tools and support they need
to achieve their full potential. The
engineering sector has the particular
challenge of a historical gender
imbalance where a large majority of the
workforce is male. We are addressing
this through a learning culture where
we enable and support our talent in
owning and driving the career they want,
agnostic of gender or background.
In 2024, we evolved how we support
growth and recognise performance at
Wood by implementing a performance
development framework. This change,
to commence in 2025, will build a culture
where high performance is recognised
and rewarded, accountability is clear
and in service of accelerated strategic
delivery. The evolution of the framework
will support creating an organisation
where every employee is inspired to reach
their full potential.
Our global talent acquisition teams
continue to invest in diverse talent
attraction strategies at all levels and
partner with the business to ensure we
have the right talent in the right place
at the right time. Our time to offer
decreased from 33 days in 2023 to 27
days in 2024. We continue to operate
a fair and inclusive interview process
ensuring all people feel a sense of equity
and belonging, beginning when they first
engage with Wood.
We are committed to preventing
discrimination on the grounds of
disability or any other protected
characteristic, and will make reasonable
adjustments to the employee’s
environment where possible, to create a
workplace that suits their needs. Further
information on our approach can be
found on page 114.
Celebrating progress
In 2024, Wood was delighted to be the
first energy company to be finalised
for the INSEAD Balance in Business
‘FTSE 250 Best Strategy Award’.
Wood was also recognised in Alberta’s
Top Employers list and as Italy’s Best
Employer 2024/25.
We continue to recognise and celebrate
our remarkable people, including running
our sixth Inspire Awards. Read more
about the 2024 Inspire Awards on page
66.
Exceptional
Early Careers
performance
Our future is being built on our
exceptional early careers’ talent.
During 2024, we:
• Recruited c.1,000 early careers
team members including 500
graduates globally
• Trained 1,227 graduates and held
26 virtual and 70 face-to-face
workshops across 13 locations.
Feedback from the graduate
population about the programme
remained positive with a +71 NPS
• Partnered with schools and
universities around the world to
encourage children to pursue careers
in Science, Technology, Engineering,
Arts and Maths (STEAM)
• Were recognised with multiple
awards, including Financial Review’s
Top 10 Most Popular Engineering
Employer; ECITB’s ‘Large Employer
of the Year Award’; and winning the
‘Learning and Development of the
Year’ category at the UK cHeRries
Awards. Our Basrah Graduate
scheme was also awarded ‘Talent
Development Programme of the
Year, at the Oil and Gas Middle East
Awards
c.1,000
early careers team members recruited
29
countries
96
workshops
We continue to work with organisations
who help us deliver on our early careers
priorities including:
EMEA
In the UK, we have partnered with the
Energy Institute on its Empower Her in
Energy campaign to inspire women from
a young age to consider jobs in Energy.
This is designed to raise awareness of
the opportunities for women in the
Energy sector by profiling apprentices,
graduates and early careers experiences.
The campaign went live in early 2024,
with Wood as one of 18 companies
offering apprenticeships and engaging
in a national public relations campaign.
In September, Wood hosted students
from AFBE-UK’s Engaging Minoritised
Beneficiaries in Engineering Diversity
Development (EMBEDD) programme
at our Aberdeen campus which included
panel sessions and speed mentoring.
Americas
We continue to partner with Black Girls
Do Engineer and Yellowstone Academy,
organisations dedicated to empowering
young women and promoting diversity in
engineering.
APAC
In Australia, we sponsor Robogals, an
international, student-run organisation
established to inspire and empower
young women to consider studying
engineering and related fields.
Robogals primary activity is interactive,
engineering-based workshops for girls
aged between 8-18. In 2024, both our
Melbourne and Perth of
fices partnered
with Robogals to run their ‘bring your
children to work days’. These sessions
opened young minds to the opportunities
available in Science, Technology,
Engineering and Maths whilst
highlighting the importance of gender
diversity.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
65
Governance
Financial statements
Our remarkable
people
Creating and maintaining an Inspired
Culture is one of Wood’s strategic pillars
and remains a core focus. In 2024, several
programmes supported our ongoing
commitment in this area.
The Remarkable People campaign
continued in 2024, featuring another 10
employees who have been recognised for
going above and beyond.
The campaign celebrates those
across Wood who have the expertise,
innovation, determination and care to
deliver the solutions the world needs.
Nominations are sent in from line
managers and teammates from every
corner of the world who are keen for
individuals to be showcased for their
efforts.
The campaign has been running since
2023. In its second year, engagement
rates on social channels were up by
137% year-on-year.
In May, the Remarkables campaign
was recognised by the American
Marketing Association (Houston
Chapter) as it won the Culture
category at its annual awards
ceremony. The campaign was noted
for the positive impact that it had on
Wood’s company culture.
Image below:
The Shield Award winners:
Hides Gas Conditioning Plant Brownfield
Project Team, Papua New Guinea
Inspire awards
Internally, Wood’s Inspire awards
continued for a sixth year with the aim
of recognising individuals and teams who
have excelled – those who are designing
the future, upholding Wood values and
are key in delivering the strategy.
We continue to build on our categories
and added a ‘Rising Star’ award in
2024 to highlight our focus on early
careers talent. Across nine categories, all
employees at Wood can submit entries
for the Rising Star, The Shield, Excellence
in Ethics, Successful Sustainability,
Exemplary Customer Service, Impactful
Innovation, Engagement Champion and
Exceptional Team Performance. The
Nina Schofield Award is open to those
who demonstrate outstanding care,
commitment and courage to exceed in
their role, making a defiantly positive
impact on those they work with. The
award is inspired by Nina Schofield, a
20-year employee of Wood who passed
in 2022. Her inspiring leadership leaves
a lasting legacy and her remarkable
contributions to Wood are recognised
through this award.
The Inspire Awards garnered over 770
nominations from 31 countries with our
senior leadership population responsible
for selecting the
finalists. The finalists
were celebrated in a global campaign
with local celebrations in place.
See our Remarkables at:
woodplc.com/remarkables
Read more about our
Remarkables on page 65
John Wood Group PLC
Annual Report and Financial Statements 2024
66
Sustainability
continued
Engaging our people
Wood’s mission of remarkable people,
trusted to design, build and advance the
world’ starts with people. It requires us
to be strategically focused on developing
a workforce that is highly engaged
and able to bring their whole and best
selves to work, knowing they will be safe,
respected and valued.
In 2024, our global employee survey
saw our Employee Net Promotor Score
(eNPS) increase by 6 points to +34,
putting Wood into the top quartile for
the Energy industry. The eNPS was an
increase from +28 in 2023, representing
a further increase from a score of +15 in
2022. This year-on-year improvement is
validation of the signi
ficance o
f employee
listening and meaningful engagement in
our strategic priorities.
We acknowledge the impact that the
business challenges faced in late 2024
and into 2025, as discussed in the Chief
Executive Review on page 08, have had
on our remarkable people and recognise
the experience in 2025 may negatively
impact engagement in the future.
The Independent Review highlighted
aspects of our culture and leadership
which we will address, whilst remaining
committed to meaningful listening and
engagement through a range of channels
including townhalls, employee networks,
Leadership Listening sessions and
progressing on engagement action plans.
Gender split at 31 December 2024:
*inclusive of the executive directors
**inclusive of three levels of leadership below ELT
Male
Female
Key:
63%
37%
75%
25%
60%
40%
78%
Overall
Board
ELT*
Leadership Team**
22%
Leadership Listening
The Board and senior leadership continue
to engage with employees to receive
feedback on their experience working at
Wood. Rather than adopting one of the
three methods of employee engagement
set out in the 2018 Governance Code, the
Board uses a combination of methods to
engage. Read further information about
this in Employee Engagement on page 45.
Employee listening happens through our
Leadership Listening sessions with the
Board; global employee engagement
survey with follow-on action plans and
listening forums; site visits; and employee
networks.
In 2024, the Leadership Listening
sessions included themes on
Simplification; Sa
fety and Wellbeing;
Remuneration; and open roundtables
with early careers. As a result of
employee feedback from the Listening
sessions with the Board and leadership,
employee networks, and engagement
survey, we have:
• Made progress on improving the
employee experience by making it easier
to work with, and for, Wood through
Simplification 2024. Re
fer to Chief
Executive Review on page 09 for further
reading.
• Continued a strong focus on people
safety with our global ‘Make it Home’
campaign
• Hosted Employee Assistance
Programme (EAP) awareness sessions,
to provide employees with the tools
to support their mental health and
wellbeing
• Launched Leadership Expectations,
refer to page 68
• Enhanced our Inspire Awards
Our continued focus on employee
listening has supported the reduction in
our professional voluntary turnover, now
at 9.3%, down from 13.7% in 2023.
Diversity and Inclusion
As a large and leading employer, we
are committed to Diversity & Inclusion.
We believe high-performing teams
are rooted in diversity of experience,
perspectives and backgrounds, with the
ability to collaborate, learn and grow
from a sense of inclusion. Nurturing and
developing diverse internal talent is an
imperative at Wood and so, we ensure
all training and career development
opportunities are accessible for all
employees regardless of their race,
ethnicity, nationality, religion, gender,
sexual orientation, age or disability.
Our goal is to have at least 40% of
leadership roles, three levels below the
Executive Leadership Team (ELT), held
by females by 2030. The Board remains
committed to developing diverse talent
for succession and leadership positions in
support of creating an inspired culture.
We regularly monitor progress and on
31 December 2024, globally we had 37%
female leaders (an increase from 32% in
2022 and 35% in 2023), with a continued
focus on developing female Pro
fit and
Loss (P&L) leaders across Wood. We
continue reporting externally on progress
to the FTSE Women Leaders and in other
reports.
Our 2024 UK gender pay gap disclosed
that between 2023 and 2024 our mean
Gender Pay Gap (GPG) has increased
slightly from 23.3% to 24.5%, and
our mean bonus gap has increased
from 13.2% to 29.0%. Year-on-year
comparison continues to be challenging
through ongoing merger, acquisition and
divestment activity, and simplification
of our employing entity structures, as
well as the operation of salary sacri
fice
benefits and other pay arrangements.
However, we remain confident that our
pay practices are free from bias and any
gap is a result of the gender distribution
across roles and not an equal pay issue.
We ensured compliance with the FCA
Listing Rules and Parker Review and in
2024, met our ambition of ethnic diversity
representation on the Board. In light of
changes to the Board in 2025, we no longer
meet the FCA Listing Rules requirement.
We remain committed to Diversity &
Inclusion. Read Nomination Committee on
page 114 for further information.
Top
quartile
+34
Engagement Score = Aggregated score based
on the responses to the two main engagement
questions.
Employee Net Promotor Score (eNPS) =
Calculated by subtracting the percentage of
detractors from the percentage of promoters.
eNPS
+6
points
2022
2023
2024
Bottom
quartile
Middle
quartile
+15
+28
37%
female representation in senior
leadership roles
Improve gender balance with
40% female representation in
senior leadership roles by 2030.
Progress
Target
Read our gender pay gap report and
commitment to pay equity:
woodplc.com/genderpay
Changes to the ELT in 2025
can be read on page 104
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John Wood Group PLC
Annual Report and Financial Statements 2024
67
Governance
Financial statements
Employee networks
We continue to invest in our employee
networks. These voluntary, employee-led
groups are a key driver in our Diversity
& Inclusion priorities and provide a
platform for people to connect, learn and
grow.
Each of our employee networks has an
executive sponsor and leadership relies
on the networks to advise what we’re
doing well and how we can make Wood
an even better place to work.
The employee networks are open to
everyone, with clear terms of reference
and an annual action plan, aligned to
our Diversity & Inclusion priorities with
regular engagement and measurement
mechanisms in place.
Some key achievements in 2024 were:
• Our Equal Footing Network (Gender
Balance) continued to expand with
local chapters enabled in Southern
Europe (Italy and Spain), Aberdeen,
Houston and South Africa alongside
established chapters in England,
Australia and across the Middle East.
The chapters provide a platform for
leadership to understand local barriers
and opportunities for progressing
gender diversity in these regions.
Chapter leads sit on the global Equal
Footing Network committee and
help drive forward the network’s
action plan, which aligns to the
global Diversity & Inclusion priority
to provide a platform to share, learn
and advocate for positive change and
diversity progress
• Our Race and Ethnicity (WREN),
Pride and Equal Footing networks
advocated for self-disclosure in the
employee engagement survey to
gather sentiment data. Over 93% of
respondents across 12 countries self-
declared their ethnicity, gender and/or
sexual orientation
• Our Pride Network launched a new
Charter during Pride Month and
enabled local chapters in Australia,
Houston and the UK
• WREN celebrated a range of cultural
awareness days and partnered with
our canteens to influence menu
changes during Diwali and Lunar New
Year
• Our Armed Forces Network
championed Wood being re-accredited
as Gold in the UK Government’s
Defence Employee Recognition
Scheme
Trio of BEYA
STEM wins
Three Wood employees were
named as BEYA STEM winners.
Renowned in the US, the awards
celebrate gender and ethnic
diversity in engineering and STEM
fields, recognising achievements
of students and professionals
and highlighting commitment
to fostering Diversity & Inclusion
within the industry.
Our winners were:
• Shirley Ike, Global Director in
Digital Consulting (Dr Lydia W
Thomas Legacy award)
• Henry Tandoh, Senior Process
Engineer (Modern Day
Technology Leader Outstanding
Achievement award)
• Rafiq Thayer, Proposal Manager
(Science Spectrum Trailblazer
Outstanding Achievement
award)
Find out more about our employee networks:
woodplc.com/networks
Leadership expectations
In 2024, we established our Wood
Leadership Expectations which details
what is expected of leaders at all levels.
An assessment tied to the framework
was also launched to allow managers
to assess themselves against these
expectations and to receive feedback
from their line manager in support of
their continued development.
The framework is the guide for
leadership development at Wood and
helps individuals understand their
specific growth opportunities. Our
Leadership Expectations have shifted
the conversation towards skills-led
promotion discussions, which can tackle
any perceived or unconscious bias and
in turn create the right conditions for
equitable promotion opportunities.
We have continued to provide meaningful
development opportunities, and, in
2024, 97 business and interpersonal
skills training sessions were delivered
to 4,100 learners across the globe, with
the most popular sessions focusing on
emotional intelligence, communication
for motivation and impact, performance
development conversations, and dif
ficult
conversations.
Succession planning
Our HR information system is now the
single source for all succession planning
at Wood. This has enhanced the user
experience, ensured succession plans
are dynamic, and we have significantly
improved reporting capability.
As a result, we are strengthening our
succession plans to identify our critical
talent and work closely to develop
our pipeline of future leaders. This
is supported through regular career
conversations, targeted development
planning, internal moves and promotions.
We provide mentoring support and
connections through our mentoring app,
and participation continues to grow.
This multi-layered approach has resulted
in over 435 promotions into leadership
in 2024. We also regularly monitor the
gender statistics related to leadership to
understand the success of our efforts in
creating senior female leaders.
John Wood Group PLC
Annual Report and Financial Statements 2024
68
Sustainability
continued
Human rights
Respecting our people, and those we
work with, remains fundamental to
building a culture that encourages people
to join and stay with our organisation.
We have built strong people-related
policies around internationally recognised
fundamental Human Rights, publicly
supporting the adoption of these rights
through our Human Rights policy. During
2024, we took steps to further embed
our Sustainability Code of Practice,
which incorporates a systematic
approach to the identification, adoption
and assurance of worker welfare
principles at our project sites. We also
continued our focus on embedding fair
working practices in our supply chain and
further detail on our progress in this area
is set out on page 89.
See more information at:
woodplc.com/humanrights
See more information at:
woodplc.com/modernslavery
Annually reviewing our global policies relating to
human rights, equal opportunities, harassment,
diversity, equity & inclusion, and modern slavery
and human traf
ficking.
See more information at:
woodplc.com/sustainability/
policy-and-documents
WICE Awards
Ann McCreath, Wood’s Service
Delivery Manager for the Operations
business in EMEA was recognised as
the Best Woman in Health & Safety at
the European Women in Construction
and Engineering (WICE) Awards. The
awards aim to make construction and
engineering more enticing for women
and recognise the exemplary women
within these sectors.
Engineers Australia
Excellence Awards
At the 2024 Engineers Australia
Excellence Awards, Wood’s Head
of Engineering for the Operations
business in APAC, Jillian Formentin,
won the coveted Engineer of the Year
award. These awards aim to recognise
and celebrate the people and projects
in the region that move the industry
forward.
Women in Hydrogen
In March, three of Wood’s talented
engineering team were recognised
by Hydrogen Economist’s Women in
Hydrogen 50 list. The list showcases
women at all stages of their careers
based on their contributions to the
global hydrogen economy and support
of Diversity & Inclusion initiatives.
The trio were: Audrey Hooper, Senior
Power Process Engineer; Nishadi
Davis, Head of Carbon Advisory
(Americas) and Diana Jelenova,
Senior Renewable Energy and
Hydrogen Consultant.
Celebrating the women of Wood
In 2024, we recognised and celebrated our remarkable women around Wood in
internal and external awards and campaigns. Below are some highlights of the
recognition received:
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
69
Governance
Financial statements
Community
We are committed to making a positive impact in the
communities we operate in and applying our values to our
community interactions. Our aim is to create shared value
by aligning our business goals with local stakeholder needs.
Engaging in our communities
We care about the communities in
which we operate and recognise our
responsibility to respect, nurture and
empower the people and locations we
impact. Our Community Investment
Policy defines the expectations o
f
our employees when working with
communities. In particular, we expect our
employees to:
• Remain sensitive to the impact of our
operations in respect for local heritage
and tradition
• Seek opportunities to contribute
sustainable value to the local economy,
society and environment
• Ensure that our actions are
transparent and ethical
• Engage within our communities
creating clear channels of
communication
• Demonstrate Wood’s values
Many of our operations are carried
out at project sites established by
our clients, who will have undertaken
community impact assessments during
the planning stage at the outset of
their project. As such, we often have
limited ability to influence these
social assessments. However, we are
committed to identifying opportunities
to have a positive community impact
through the way we operate during the
project execution phase and through
our Group-wide Community Investment
programme.
Sustainability
continued
To encourage and support our site-based
teams to implement ways of working
that can provide community benefits, we
incorporated community considerations
in our Sustainability Code of Practice
(SCoP) (see page 85 for more details
on the SCoP). The SCoP is referenced
in our project start-up standard, and in
2024 we took steps to further embed
it through the implementation of a
mandatory requirement for it to be used
on certain projects, particularly those
that are site-based. The community
elements of an assessment using the
SCoP requires projects to:
• Support and encourage a ‘good
neighbour’ policy by being respectful
and mindful of how Wood conducts
business in the locality (noise,
behaviour, litter, etc.)
• Engage the workforce in Community
Investment activities
• Encourage opportunities to promote
learning and engagement within the
community, such as apprenticeships,
school visits or provision of learning
materials
Read more about our Community
Investment programme at:
woodplc.com/sustainability/
people/community-investment
Indigenous
Communities
We are also committed to addressing
the disadvantages experienced by
Indigenous Communities in the locations
where we operate. In Australia, our
Commitment Statement sets out our
vision for Reconciliation, which is to
realise Aboriginal and Torres Strait
Islander aspirations through real
understanding, real partnerships and
real opportunities. In Canada, Wood
respectfully acknowledges that we live,
work and play on the Traditional Lands
of the Indigenous Peoples (First Nations,
Inuit, Métis) of Turtle Island/Canada.
Through our Indigenous Engagement,
Inclusion and Relations Policy we
commit to building positive and mutually
beneficial relationships with Indigenous
communities.
Read more on page 48
Emu Dreaming Artwork by Beverley Egan
John Wood Group PLC
Annual Report and Financial Statements 2024
70
Supporting
educational
foundations
Wood’s Global Cause supported the
partnership of a South African NGO,
PEN (Participate, Envision, Navigate)
and a US-based non-profit, ASAP
(Adopt a South African Preschool). The
partnership sets up support centres
with libraries of educational toys and
provides mentoring to staff of informal
daycare centres. This enables such
informal centres to be turned into
preschools, providing access for children
to gain essential foundational skills
while ‘learning through play’. This is vital
for removing the signi
ficant barriers
to education that arise from a lack of
preschool foundation, which can impact
on the children’s economic inclusion in
the longer term and reinforce inter-
generational cycles of poverty. Wood’s
funding supported salaries for a coach
and an area manager, as well as work
to raise awareness about this unique,
scalable model for intervening in the
cycle of generational poverty.
$5.3m
contributed to our Global Cause
since 2020
Contribute $10 million to our Global
Cause by giving our time, energy,
resources and funding by 2030.
Progress
Target
Delivering our Community
Investment Programme
Our Group-wide Community Investment
programme aims to support our
employees in their contributions to
causes that are important to them,
including those that drive positive change
in their local communities. As well as the
community benefits provided, we believe
that this approach also helps our people
to feel part of a purposeful organisation
and improves employee engagement.
Our approach consists of three elements:
Employee
matched funding
Our employee matched funding
programme is dedicated to supporting
charities that are important to our
employees, enabling them to apply
for funding to match their fundraising
efforts, up to a speci
fied limit.
In 2024, we continued to receive a
large number of matched funding
applications reflecting a wide variety o
f
fundraising activities undertaken by our
employees across the globe. Through
the combination of their fundraising
efforts and Wood’s matched funding
contributions, $193k, was contributed to
a large number of charities and not-
for-pro
fit organisations, ranging
from
health-related charities to those seeking
to alleviate poverty in local communities.
Volunteering
We support and celebrate the efforts
of our people in giving time, expertise
and resources to further causes that are
important to them and the communities
they are a part of.
During the year, our employees from
around the world undertook nearly 5,000
volunteering hours to help address a wide
range of environmental and social issues.
Governance
To ensure appropriate governance of
funding applications, our Community
Investment Policy is supported by a
Community Investment Procedure. This
sets out the process for applications
related to employee matched funding and
our Global Cause. Under the procedure,
a Community Investment committee is
responsible for reviewing, approving and
processing applications, ensuring that
they are aligned with the Policy.
Global Cause
We also encourage our teams to unite
to fundraise and volunteer for initiatives
that support our Global Cause aligned
to one of the UN SDGs. Our Community
Investment target focuses on the
contributions made to our Global Cause.
Wood has committed to giving our time,
resources and funding to contribute $10
million to our Global Cause by 2030,
from a 2020 baseline. Selecting a Global
Cause provides focus to our Community
Investment efforts and taking this
approach, rather than supporting
a particular charity or non-profit
organisation, provides the flexibility
for
our employees to support issues related
to the Global Cause in a way that is most
relevant in their communities. Since its
launch in 2020, Wood’s Global Cause,
as chosen by our employees, has been in
support of UN SDG 4, Quality Education.
We encourage our employees to
contribute to our Global Cause all year
round by undertaking fundraising and
volunteering activities that support
educational initiatives. In addition, we
hold an annual Global Cause Challenge
during which employees can submit
nominations for charities and not-
for-pro
fit organisations
furthering
improvements in education. Winning
applications receive funding support
from Wood.
By the end of 2024, our cumulative
contributions to our Global Cause were
$5.3 million, representing 53% of our
2030 target, and driving positive change
in at least 18 countries. In 2024, we
contributed approximately $725k, which
includes our efforts during the year as
well as certain contractual contributions
applied towards supporting education in
some of the countries where we operate.
Our 2024 total charitable
contributions
$1.1m
In 2024, our total contributions of time,
resources and funding were approximately
$1.1m, over half of which related to our
Global Cause.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
71
Governance
Financial statements
75%
reduction in Scope 1 and 2 emissions
59%
of
fices single-use plastic-
free
40% reduction in Scope 1 and 2 GHG
emissions by 2030, compared to a
2019 base year.
Target
To ensure all Wood of
fices are single-
use plastic-free by 2025.
Planet
The Planet pillar of our sustainability
approach refers to our commitment to
preserve the environment and contribute
to environmental sustainability through
our three aims to:
Protect and preserve the
natural environment and
promote biodiversity
Fight climate change by
decarbonising our own and
our clients’ carbon footprint
Reduce resource
consumption and promote
the benefits o
f a circular
economy
Progress
Target
Progress
Read more on pages 84-85
Read more on page 85
SDG alignment
John Wood Group PLC
Annual Report and Financial Statements 2024
72
Sustainability
continued
Wood is delivering
solutions for a net-
zero world while also
addressing the risks
and impacts of climate
change in our business.
Task Force on Climate-related
Financial Disclosures (TCFD) Report 2024
Compliance with TCFD
TCFD recommendations
Our disclosures are consistent
and compliant with the TCFD
Recommendations and Recommended
Disclosures, including section C of the
2021 TCFD Annex entitled ‘Guidance for
All Sectors’.
Opposite is a summary of the status
of our compliance, together with page
references in this report where the
relevant disclosures can be found.
Companies Act 2006
Our disclosures also meet the
requirements of section 414CB of the
Companies Act 2006.
Status
Page
Governance
Describe the board’s oversight of climate-related risks
and opportunities
Compliant
74 to 75
Describe management’s role in assessing and managing
climate-related risks and opportunities
Compliant
75
Strategy
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and
long term
Compliant
76 to 77
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
Compliant
78 to 79
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Compliant
79
Risk management
Describe the organisation’s processes for identifying and
assessing climate-related risks
Compliant
80
Describe the organisation’s processes for managing
climate-related risks
Compliant
80
Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management
Compliant
80
Metrics and targets
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
Compliant
81
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
Compliant
81
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
Compliant
81
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
73
Governance
Financial statements
Governance
Board oversight of climate-
related risks and opportunities
Wood’s Board as a whole has
accountability for sustainability matters,
including those related to climate. A
review of Wood’s sustainability strategy
and performance, including performance
against climate targets, is undertaken by
the Board annually. However, to ensure
suf
ficient and more
frequent oversight
of Wood’s sustainability strategy
and performance, it has delegated
certain responsibilities to a Safety and
Sustainability Committee.
The Safety and Sustainability
Committee is chaired by a non-executive
director and meets at least twice per
year, reporting to the Board after each
meeting on matters discussed and
making recommendations. The purpose
of the Committee is to provide oversight,
and to review with management and
the Board sustainability issues affecting
the Company and liaise, as appropriate,
with other Committees of the Board
regarding such issues, risks, metrics and
related best practices; and to assist the
Board in ful
filling its oversight o
f the
Company’s actions to design, implement
and maintain an effective sustainability
framework.
The Committee is responsible for
reviewing the strategies, policies
and performance of the Group in
relation to sustainability, and to
make recommendations to the Board
regarding effectiveness. In particular this
includes responsibility to:
• Oversee and review Group strategies,
policies and procedures in relation to
sustainability
• Oversee and review Group-level
sustainability goals, targets and key
performance indicators, and monitor
performance against them
• Receive and monitor reports,
as appropriate, on forthcoming
legislation, regulations and emerging
best practices of clients, competitors,
or leading companies in other sectors
in relation to sustainability
• Annually monitor and review
compliance with regulations and
standards, and the effectiveness of
external reporting of sustainability and
ESG performance
Wood has unique consulting and
engineering skills that are critical
to solving the global challenges of
decarbonisation and energy transition,
as well as energy security. Through
oversight for the overarching business
strategy, the Board considers Wood’s
climate-related opportunities and
the climate-related impacts on the
sustainability of the business model.
It does this by assessing the key
market drivers and uncertainties for
market development, key clients and
competitors across each of Wood’s focus
geographies, Wood’s historical track
record of performance, major risks to
delivery and how they will be mitigated.
The Board increases its understanding
of climate-related opportunities
through supporting global initiatives on
climate advocacy such as the UN Global
Sustainable Development Goals (SDGs).
The Board is responsible for establishing
procedures to manage risk, overseeing
the internal control framework and
determining the nature and extent
of the principal risks the Company is
willing to take in order to achieve its
long-term strategic objectives. It is also
responsible for carrying out a robust
assessment of the Group’s emerging and
principal risks, monitoring the Group’s
risk management and internal control
systems, and carrying out a review of
their effectiveness. The Board is assisted
in this assessment by the Audit, Risk and
Ethics Committee. Climate-related risks
are considered as part of the overall
process for managing principal and
emerging risks, as set out on pages 90
to 91, with principal and emerging risks
being reviewed by the Board twice per
year.
In addition to the responsibilities
delegated to the Safety and
Sustainability Committee and the
assistance provided by the Audit, Risk
and Ethics Committee to the Board
in its assessment of risks, further
Board oversight incorporating climate-
related matters is undertaken by Board
Committees as follows:
Audit, Risk and Ethics Committee
The responsibilities of this Committee
include various aspects, including
climate-related aspects, of the
Group’s Audit and Risk function, risk
management controls and processes,
and financial reporting. In particular this
includes:
• Monitoring the integrity of Wood’s
financial statements and strategic
report, which include climate-related
disclosures
• Reviewing the internal audit
programme to ensure the internal
audit plan is aligned to the principal
risks of the business which include
climate-related impacts (see ‘Risk
Management’ on page 80).
Remuneration Committee
This Committee oversees and is
responsible for various aspects of
remuneration and benefits
for the
Chair, executive directors and Executive
Leadership Team (ELT). In particular, the
Remuneration Committee is responsible
for:
• Determining the remuneration policy
• Reviewing the design of targets for
the Group’s annual and long-term
incentive plans which includes non-
financial objectives such as climate-
related targets
• Liaising with the Safety and
Sustainability Committee to ensure
assurance of progress against such
non-financial objectives
John Wood Group PLC
Annual Report and Financial Statements 2024
74
Sustainability
continued
Management’s role in assessing
and managing climate-related
risks and opportunities
After assuming responsibility for the
sustainability function early in the year,
the Chief Strategy Of
ficer, as a member
of the ELT, had oversight for the delivery
of the sustainability strategy and overall
accountability for climate-related actions
and risk management during 2024. The
Safety & Sustainability Committee forms
the main channel of communication
between management and the Board.
The Chief Strategy Of
ficer attended
these Committee meetings in 2024, and
in 2025 prior to stepping down in August
2025, to provide regular reports on
progress, including updates on progress
against our climate-related targets.
The President of Sustainability is
responsible for the development,
monitoring and oversight of the
execution of the sustainability approach,
including any climate-related actions
and targets. They also have oversight for
the Environment, Social and Governance
(ESG) risk management framework
which includes a climate change risk
register.
The President of Sustainability reported
to the Chief Strategy Of
ficer throughout
2024. Following the decision of the Chief
Strategy Of
ficer to step down in August
2025, oversight for sustainability matters
was transferred to the Finance function.
Given the diverse nature of climate-
related impacts and their potential
to generate risks and opportunities
throughout Wood’s business, the
wider ELT also has responsibility for
assessing and managing the impacts.
Consideration of climate-related matters
is given at a business unit (BU) level
through Quarterly Business Reviews
(QBRs).
The QBRs in 2024 were chaired by the
CEO with attendance by the CFO, Chief
Strategy Of
ficer, other ELT members and
BU leadership teams.
During the QBRs, BU risk registers are
reviewed as well as progress against
BU execution plans and internal metrics
and targets related to the delivery of
Wood’s strategy. See ‘Strategy’ and
‘Risk Management’ sections on pages
76-80 for further details on how climate-
related matters impact Wood’s strategy
and risks. The meetings in 2024 provided
the Chief Strategy Of
ficer with insight
into the operational and commercial
activities of the business, providing an
opportunity to identify any activities that
could be inconsistent with our climate
commitments.
Audit, Risk & Ethics
Committee
The responsibilities of this
Committee include various aspects,
including climate-related aspects, of
the Group’s Audit and Risk function,
risk management controls, and
processes and financial reporting.
Safety & Sustainability
Committee
This Committee oversees and
reviews with management and
the Board sustainability issues
including climate-related matters.
Remuneration Committee
This Committee oversees and is
responsible for various aspects of
remuneration and benefits o
f the
Chair, executive directors and ELT,
including non-financial objectives
such as climate-related targets
for annual and long-term incentive
plans.
Climate governance in 2024*
Board oversight
Chief Strategy Of
ficer
Had oversight in 2024 for the
delivery of the sustainability
approach and had overall
accountability for climate-related
actions and risk management.
Management’s roles
and responsibilities:
Board of Directors
The Board is responsible for overseeing how Wood identi
fies and manages climate-related risks and opportunities.
President Group Audit & Risk
Oversees the process for
identifying, measuring and
managing material risks, including
climate-related risks, and the
effectiveness of risk management
and internal control systems.
President Sustainability
Responsible for the development
and monitoring of the
sustainability approach, including
climate-related actions and
targets, and oversees the climate
change risk register.
*This represents the governance structure for climate matters in 2024. Refer to
page 104 for more details of changes in the Executive Leadership Team in 2025.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
75
Governance
Financial statements
In addition to these assessments, we also
identified a comprehensive list o
f risks and
opportunities in our climate change risk
register. From this list, we identified the
climate-related risks and opportunities
that are likely to have the most significant
potential effects on our business, strategy
and financial planning. Further detail
on our process to determine the impact
of climate-related considerations on
our business risks is included in ‘Risk
Management’ on page 80.
Our assessments consider climate-
related risks and opportunities over
short-, medium- and long-term time
horizons. We define these time horizons
as follows:
•
Short term: Between 1 and 3 years
We review climate-related risk on an
annual basis and therefore consider 1
to 3 years to be a suitable short-term
assessment period. This aligns with our
going concern assessment period. This
covers a period of at least 12 months
from the date of approval of the
financial statements but, in order to
sign off on the going concern ability of
the Group, the directors consider the
financial
forecasts out to 31 December
2026.
•
Medium term: Between 3 and 5 years
In line with our overall business
strategic cycle, sales pipeline and
contracting periods, and Wood’s
sustainability materiality assessment
cycle, we define medium term as
between 3 and 5 years. This aligns
to the assessment period utilised for
Wood’s viability statement..
•
Long term: Between 5 and 30 years
Long term considers periods beyond
our strategic cycle and extends up
to 30 years to account for known
historical climate events and the
likelihood of future occurrence, as
well as applying current scientific
knowledge to understand longer-
term impacts of climate change.
Factors considered include, but are not
limited to, international agreements
to limit global warming, longer-
term government policy, advances in
technology and innovation, as well as
physical climate scenarios.
Strategy
Climate-related risks and
opportunities
As an engineering and consulting
company, Wood operates across two
end markets; Energy and Materials.
Our strategic focus is aligned to the
key market trends of energy transition,
energy security, sustainable materials,
circular economy, decarbonisation and
digitalisation. As such, climate-related
matters are a core consideration of
our strategy and we recognise the
potential for climate-related risks and
opportunities to impact on our business.
In 2019, as part of our strategic planning
process, we undertook qualitative
scenario planning which explored the
pace and depth of the low-carbon
energy transition required to meet
Paris Agreement targets. The scenario
planning assessed the climate-related
impacts on the key drivers of our
strategy at that time. Energy transition
was one of those key drivers and, as
such, the planning remained relevant
for our current strategy for the cycle
2023-2025 for which energy transition
and decarbonisation are core elements.
Throughout the year, we have continued
to assess the climate-related risks and
opportunities and, in late 2024, we
further built on our scenario planning
by undertaking a high-level quantitative
analysis to assess the resilience of our
strategy, taking into consideration three
different climate-related scenarios. We
utilise our scenario planning and ongoing
assessments of risks and opportunities in
order to:
• Ensure our business is financially
resilient across a range of market
scenarios with respect to the pace,
scope and scale of energy transition
changes
• Enable our business model resources
to be optimised in response to specific
short- to near-term market and
geographical opportunities
• Support our clients with differentiated
service offerings, engineering solutions
and delivery capabilities, to help them
meet their individual climate-related
net-zero targets
The table on the following page sets out
the climate-related risks and opportunities
that are the most significant
for our
business, which are determined through a
process that considers the likelihood and
potential impact. The assessment of the
risks considers a combination of factors
such as the frequency of occurrence in our
industry in the past and estimations, using
our experience and industry knowledge,
as to the probability and expected
frequency of occurrence in the future.
These potential risks are assessed by
considering the impact on revenue and/or
earnings and equity valuation, or from a
reputational perspective, on relationships
with stakeholders such as clients.
We maintain a comprehensive climate
risk register that also considers:
• Policy and legal transition risks,
including the risks of increased carbon
management obligations, government
policy restricting fossil fuel-related
activities, and exposure to climate
litigation
• Market-related transition risks,
including the impact of clients
divesting fossil fuel-related assets
• Acute and chronic physical risks,
including the impact of changing
precipitation and increasing extreme
variability in weather, resulting in
disruption to operations and increased
insurance costs or reduced access to
insurance
Whilst we consider that these risks
currently have a lower overall risk rating
than those in the table opposite, many
of them are contributing factors to other
principal risks faced by the Group. For
example, the impact of physical risks is
incorporated in our Project Execution
principal risk. Our climate risk register is
regularly reviewed to monitor changes
in the likelihood and severity of potential
impacts of climate-related risks and
also to identify new or emerging risks. In
reviewing the risk register, we consider a
range of factors that might impact on
the risk profile, including any changes to
the business, developments in climate
regulations or policy, and shifts in
stakeholder views.
John Wood Group PLC
Annual Report and Financial Statements 2024
76
Sustainability
continued
Category
Status
Business impact
Opportunities
Increased client scope for energy
transition and decarbonisation services.
The measurement of this opportunity
is reflected in our target o
f doubling
of client support aligned to energy
transition and sustainable materials, see
‘Metrics & targets’ on page 81.
Opportunity
– Markets,
products &
services
Short,
medium &
long
The current global aim of attaining a maximum of 1.5ºC
of warming requires investment in energy transition and
ef
ficiency and decarbonisation and this provides Wood with
opportunities to deliver growth in these areas and diversify
our client portfolio. This opportunity is likely to have a Group-
wide impact, with the most significant impacts in our major
service lines of Power, Renewables, Hydrogen & Carbon
Capture; and Minerals Processing & Life Sciences, as well as in
Decarbonisation activity across all service lines.
Increased access to capital and/
or improved cost of capital. The
measurement of this opportunity is
reflected in our target o
f top quartile
ESG ratings, see ‘Metrics & targets’ on
page 81.
Opportunity –
Markets
Short,
medium &
long
The increasing adoption of the Principles of Responsible
Investment and incorporation of climate change considerations
into capital allocation decisions provides an opportunity for
Wood to maintain and potentially increase its access to sources
of capital as a result of its strategy aligned to delivering
solutions for a net-zero future and appropriate management
of its own ESG risks. Further, this alignment could enable Wood
to access more competitive lending rates and insurance costs.
Risks
Undertaking high-carbon projects that
are inconsistent with key elements of
Wood’s strategy focused on supporting
clients in their pursuit of net-zero and
decarbonisation. This is recognised in our
principal risk Strategic Delivery, see ‘Risk
management’ on page 80.
Transition risk
– Market &
reputation
Short,
medium &
long
Undertaking high-carbon projects may result in a loss of
investor confidence and exposure to investor and lender
exclusion policies for high-carbon activities, impacting Wood’s
access to capital. This risk is likely to have a Group-wide impact.
Failure to keep pace with client demands
and competitive forces in energy
transition including decarbonisation, and
sustainable materials, and/or inability
to attract or retain the appropriately
skilled workforce. This is recognised in our
principal risk Strategic Delivery, see ‘Risk
management’ on page 80.
Transition risk
– Market
Short &
medium
Failure to keep pace with client demands and competitive
forces and/or inability to attract or retain the appropriately
skilled workforce in these areas may impact on Wood’s
competitive position resulting in an inability to compete for
energy transition and sustainable materials work effectively.
This risk is likely to have a Group-wide impact, with the
most significant impact in our major service lines o
f Power,
Renewables, Hydrogen & Carbon Capture; and Minerals
Processing & Life Sciences as well as in Decarbonisation activity
across all service lines.
Investors and other financial stakeholders
developing and implementing net-zero
strategies which may impose exclusion
policies to reduce their exposure to
high-carbon sectors and activities,
such as those related to fossil fuels.
This is recognised in our principal risk
ESG Strategy & Performance, see ‘Risk
management’ on page 80.
Transition risk
– reputation
Short,
medium &
long
Investors, lenders and insurers implementing their own net-
zero strategies may result in certain scopes of Wood’s current
operations falling within associated exclusion policies, reducing
our access to capital and insurance coverage. This risk is likely to
have a Group-wide impact, with the most significant impact on
our major service lines of Oil & Gas and Re
fining & Chemicals.
Lack of a credible climate transition
plan aligned to the expected net-
zero pathway. This is recognised in
our principal risk ESG Strategy &
Performance, see ‘Risk management’ on
page 80.
Transition risk
– reputation
Short,
medium &
long
A poorly constructed and/or articulated business response
to climate-related impacts and opportunities may give rise
to the risk that Wood’s contribution to the energy transition
and decarbonisation is under-appreciated and instead Wood
continues to be regarded as a net contributor to climate
change. This could result in reputational harm and impact on
Wood’s access to capital, having a Group-wide impact.
Failure to meet our net-zero trajectory
through lack of engagement, investment
and/or accountability in meeting our
carbon emissions reduction target.
This is recognised in our principal risk
ESG Strategy & Performance, see ‘Risk
management’ on page 80.
Transition
risk – Policy
& legal,
reputation
Medium &
long
Failure to effect the behavioural change required to meet our
carbon target may give rise to risks of environmental harm
and loss of stakeholder con
fidence. This risk is likely to have a
Group-wide impact.
Details of adaptation and mitigation activities undertaken to address climate risk and
any changes from the prior year are set out in ‘Risk management’ on page 80.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
77
Governance
Financial statements
Strategy
continued
As part of our corporate development
process, we continually evaluate our
business and consider the investment
opportunities to accelerate delivery
against our strategy. In considering such
investment opportunities, we apply a
tailored diligence approach that takes
into consideration the totality of the
business across climate change risks.
As climate-related impacts are a key
driver of conditions in our market and of
client requirements, our processes are
agile and robust enough to determine
the materiality of climate risks in all
transactions. In 2024, as part of our
disposal programme of non-core
businesses, we agreed the sale of CEC
Controls Company Inc, an industrial and
process control systems business, and
our joint venture interest in EthosEnergy
Group Limited, which is focused on
rotating equipment. These divestments
reflect our approach o
f being selective
in our markets and capabilities, and
aligning our portfolio with our strategic
priorities focused on the key growth
trends as set out on page 04.
Impact on our own operations
In addition to our business strategy
aligned to enabling our clients to
transition to a low-carbon economy, our
sustainability approach contains the
plans required for our own transition.
In March 2021, we committed to reducing
our Scope 1 and 2 carbon emissions by
40% by 2030, from 145,083 tonnes CO
2e
in our 2019 base year. In announcing
the target, the Chief Executive at that
time also set out Wood’s commitment
to achieving net-zero by 2050 or sooner.
As such, we regard our 2030 target
and delivery against it as important
first steps on our journey to net-zero,
that will establish the foundations for
setting a net-zero target in the longer
term and defining the decarbonisation
plans beyond 2030 that will be required
to meet it. We continue to monitor
developments in the UK regarding
proposed requirements to disclose a
climate transition plan in accordance
with the framework developed by the
UK Transition Plan Taskforce and our
approach to setting a net-zero target will
also be guided by preparations for this.
Impact on businesses,
strategy and financial planning
Impact on strategy
The analysis used to develop our strategy
for 2023-2025 incorporated consideration
of high-level climate-related risks and
opportunities. Together with our previous
scenario planning analysis, this has
informed our strategic planning during
2024 and has guided:
• Our focus market drivers in energy
transition and sustainable materials,
and Decarbonisation and Digitalisation
• Our actions to ensure we have the
appropriate management and teams
in place, and that we form strategic
partnerships to develop the solutions
required to respond to climate change
Through these strategic actions we
aim to ensure that Wood benefits
from
opportunities in increased client scope for
energy transition, sustainable materials
and Decarbonisation services, as well
as manage the risks of not meeting
our revenue generation targets and our
ability to attract and retain the skilled
workforce to enable us to compete
effectively for energy transition and
Decarbonisation work.
As part of our strategic process, we carry
out a comprehensive strategy review
every three years. Through this process
we establish our strategic direction
at a high enough level to enable agile
leadership adjustments leveraging our
flexible model over the strategy horizon.
The evolution in climate-related risks and
opportunities in our markets is taken into
account when assessing adjustments to
our strategy.
Our principal risk of Strategic Delivery
recognises the potential market and
reputational impacts of undertaking
high-carbon projects that are
inconsistent with Wood’s positioning
to support clients in their pursuit of
net-zero and decarbonisation. Our
strategic actions throughout 2024 –
including securing opportunities across
energy transition, sustainable materials
and decarbonisation – have helped to
mitigate this risk. As a result, our revenue
from sustainable solutions continued to
account for approximately 20% of our
total revenues.
Our Scope 1 and 2 emissions reduction
target is the driver for Group-wide
strategic actions. Of the total Scope
1 and 2 base year emissions, 51% arise
from purchased electrical energy, 31%
from
fleet transport and 18%
from
combustion of fossil fuels, predominantly
for heating purposes. Therefore, our
plans to achieve our carbon emissions
reduction target are focused on principal
strategic levers to address the areas
where Wood has both significant
emissions signatures and exercises
operational control to change or
eliminate them. Our initial focus to meet
the first milestone, a 40% reduction,
centres around:
•
Real Estate occupancy ef
ficiency
The procurement of new facilities and
of
fices is influenced by sustainability
and climate-related criteria enabling
evolutionary improvements to the
real estate portfolio. Wood continues
to implement hybrid working
opportunities for of
fice-based
employees which allows us to be more
ef
ficient in the sizing o
f the physical
space Wood occupies. During 2023,
we undertook energy audits across our
UK and European portfolio as part of
our compliance with Energy Savings
Opportunity Scheme (ESOS). The
outcomes from the audits, reported in
2024, identified a number o
f potential
energy savings opportunities, ranging
from behavioural changes and
improvements in energy management
practices through to long-term capital
investments. These outcomes are
informing our action plans to drive
energy savings and reduce associated
emissions in the short and longer term.
•
Renewable energy procurement
We are taking action to switch our
energy procurement to certified
renewable energy sources. By the end
of 2024, 40% of our total purchased
electricity was from certi
fied
renewable sources. This is broadly in
line with the prior year, however we are
focused on identifying opportunities to
increase this.
See pages 84 to 85 for details of our
progress towards our Scope 1 and 2
emissions reduction target.
John Wood Group PLC
Annual Report and Financial Statements 2024
78
Sustainability
continued
Building climate resilience into
our business model and strategy
Wood is a provider of consultancy and
engineering solutions to clients in Energy
and Materials markets across the full
lifecycle of their projects. We have a
flexible business model that leverages
the expertise of our talented and
flexible
workforce, our global scale and decades-
long client relationships to respond to
market opportunities. We have a long
track record of evolving to position our
capabilities and technical expertise for
changes in our markets.
In our long history, Wood has transitioned
from ship repair and marine engineering
operations, to North Sea and then
global oilfield services, and now a global
engineering and consultancy company.
This flexibility ensures that our business
model and strategy is resilient to climate-
related impacts in our markets, enabling
Wood to benefit
from opportunities
from growth trends in energy transition
and decarbonisation, and also resilient
to climate-related risks as recognised in
our principal risk of Strategic Delivery.
We are committed to the ongoing
assessment of the resilience of our
strategy in different climate-related
scenarios. The energy transition aspects
of our 2019 qualitative scenario planning
remained relevant for our current
strategy for the cycle from 2023 to 2025,
and in developing the strategy, high-level
climate-related risks and opportunities
were considered.
In 2024, we focused on refreshing our
scenario planning with a high-level
quantitative review over a 15-year time
horizon (2024-2039), taking into account
three climate scenarios selected from the
IPCC’s Sixth Assessment Report (AR6)
Shared Socioeconomic Pathways (SSPs):
• SSP2-2.6 “The Middle of the Road”
(<2°C Temperature Rise by 2100)
• SSP4-3.4 “A Road Divided” (2-3°C
Temperature Rise by 2100)
• SSP5-8.5 “Taking the Highway” (>4°C
Temperature Rise by 2100)
While the analysis highlighted the need
for adaptive strategies across our
markets, it showed continued revenue
growth in all three scenarios over the
assessed time horizon. We consider this
demonstrates resilience in our strategy
and through our focus on sustainability,
resilience, and operational ef
ficiency, we
are well-positioned to generate long-
term value across a range of climate
scenarios.
Impact on business and
financial planning
The material impacts of climate-related
issues on our business are set out in the
table on page 77. The following sets out
the impacts on our financial planning.
Wood participates in a number of
markets where climate considerations
may affect demand for our services,
including Hydrogen, Carbon Capture,
Oil & Gas, Chemicals, Minerals and
Power. We factor this into our revenue
forecasting by analysing addressable
markets and prospective growth rates
over time. During the process to update
our strategy for the 2023-2025 strategic
cycle, we engaged with external industry
consultants and clients to inform our
planning, which considered movements
of our markets inclusive of climate-
related impacts. This data, along with a
sales pipeline that tracks opportunities
aligned to our capabilities and strategy,
forms the basis of our
financial
modelling.
Climate-related issues also impact our
financial planning when making decisions
on our sources of borrowing. Our
strategy and capabilities aligned to the
energy transition have, to date, provided
us with the opportunity to access
wider sources of borrowing including
sustainability-linked facilities. As a result,
during 2024 Wood had a balanced
portfolio of debt facilities which included
a five-year committed sustainable
revolving credit facility. In late 2025,
as part of the Debt Modi
fications, the
sustainability conditions of the revolving
credit facility were removed.
Climate-related issues are not currently
a significant
feature of budgeting for
operating costs. Costs of managing
carbon emissions are incorporated into
our operational and functional budgeting
process, e.g. procurement of energy
ef
ficient real estate and maintenance
of carbon reporting software. There is
potential for elements of our carbon
reduction approach to result in
incremental costs, particularly in the
longer term as we progress through our
action plans towards potential long-term
capital investments required to reduce
energy consumption and emissions.
However, currently such costs are not
considered to be significant and the
actions to date, such as switching to the
procurement of energy from renewable
sources, have been relatively low cost or
cost neutral.
Our insurance costs reflect the impacts
of physical climate-related risks.
They also reflect transitional risks
and opportunities, to the extent that
our overall insurance risk profile is
influenced by market and reputational
considerations, driven by changes in our
strategy and demand for our services
due to climate-related factors.
Whilst we are seeing insurers begin to
include coverage for matters such as
regulatory investigations related to
climate-related disclosures, this has not
impacted on insurance costs. Therefore,
to date, the effect of climate-related
matters on our insurance costs have
been more influenced by macro global
insurance market factors than by Wood-
specific climate risk
factors.
The area where climate-related issues
could impact on the Group’s assets
and liabilities is on goodwill and other
intangible assets, which are tested
for impairment on an annual basis by
comparing the carrying value of the
assets to the value in use calculations,
which are underpinned by the financial
forecasts approved by the Board. As
highlighted above, climate considerations
may impact demand for our services
and therefore either increase or reduce
future cash
flows o
f the Group, affecting
the value of goodwill. Energy transition
and decarbonisation trends represent
potential growth drivers for the Group,
which is well placed to benefit
from the
investment required by our clients to
achieve net-zero in the longer term. Oil
& Gas markets continue to generate
significant value
for the Group in the
short term due to the global focus on
energy security, whilst in the medium to
long term we expect a shifting demand in
Oil & Gas markets towards decarbonising
operations. The relative sizes of the
markets and the influence o
f climate-
related matters on the rates of growth
in both our energy transition-related
and fossil fuel-related activities could
influence the valuation o
f goodwill. In
2024, energy security continued to be the
key driver of Group revenues and, whilst
our revenue from sustainable solutions
reduced overall, we saw and increased
focus on sustainable fuels and feedstocks
& materials recycling, and transition fuels
such as LNG. Going forward, we expect
these trends to continue in the near
term. In 2024, the impact of climate-
related matters on assets and liabilities
was considered, amongst many other
factors, in the overall market growth
rates forecast in the annual impairment
review of goodwill and other intangibles.
Further information on the impairment
review is contained in note 10 to the 2024
financial statements.
Read more on our business model on pages 22
to 23 and our strategy on pages 10 to 17
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
79
Governance
Financial statements
Risk management
Our overall risk management
framework integrating climate-
related risk assessment
Wood’s process for identifying, assessing
and responding to climate-related risks
and opportunities is incorporated within
our enterprise-wide risk management
process and framework, which includes
consideration of both existing and
emerging regulatory requirements.
This framework feeds into our principal
risks and uncertainties reviewed by
the Board and the ELT. See pages 90
to 91 for a detailed description of our
enterprise-wide risk management
process and framework. Climate change
risk is not considered to be a standalone
principal risk given its diverse nature
but is regarded as a contributing factor
to other principal risks. As such, the
prioritisation and materiality of climate-
related risks is considered as part of
the overall materiality assessment of
principal risks for the Group.
The physical risks associated with climate
change, such as abnormal temperatures
and weather, are considered in contract/
project risk registers. Depending on the
materiality, these may then be reflected
within the Project Execution principal risk
at a business group and BU level. Group-
level climate change risks are considered
through the climate and ESG risk
registers, which were overseen in 2024 by
the Strategy group function through its
responsibility for Wood’s sustainability
approach. Business unit and functional
risk registers are aggregated into a
Group risk register which is reviewed at
least twice per year by the Group Risk
Committee (GRC). This ensures that
the principal risks, including climate-
related impacts, are identified, agreed,
appropriately measured and effectively
controlled, while also monitoring
emerging risks.
The table opposite sets out our principal
risks that are impacted by climate-
related matters and the mitigations,
monitoring and assurance in place that
relate to climate matters. The table also
shows any changes to mitigations from
the prior year to show the evolution in
our approach to managing such risks.
See pages 95 to 98 for a full description
of our principal risks and mitigations.
Principal Risk
Migitation, monitoring & assurance
Changes to
mitigations/
adaptations
compared to
prior year:
Strategic Delivery
Wood considers
the major impacts
of climate-related
issues are the
effect on the key
elements of our
strategy aligned to
energy transition,
decarbonisation
and sustainable
materials, and
therefore feed
into the Strategic
Delivery principal risk.
•
Strategic review of our portfolio and identi
fied
priority markets with external consultants and
internal experts to refine our
focus
• Strategic risks analysed and appropriate
mitigation actions put in place
• Company level metrics/targets are cascaded
and embedded into BUs with execution plans to
achieve our strategy
•
Quarterly Business Review (QBR) process and
Quarterly Functional Review (QFR) process in
place across the ELT to measure progress both
from a business and functional perspective
against targets within the strategy
No change
ESG strategy and
performance
Climate-related
matters are also
reflected in our
ESG Strategy
and Performance
principal risk which
considers the risks
related to the
effectiveness of
our ESG strategy
to address,
amongst others,
our environmental
responsibilities
including climate
change.
• Existing policies, procedures, management
structures and Board oversight covering
compliance with the key components of ESG
•
Monitoring of compliance and reporting in
line with the UK Corporate Governance Code,
covering governance responsibilities, with
oversight provided by the Audit, Risk & Ethics
Committee and the Board
•
Integrated ESG risk management within
Company risk management framework
•
Active monitoring of developments in the ESG
regulatory landscape
• Safety & Sustainability Committee includes
oversight of sustainability aspects with
additional review by the full Board on an annual
basis
•
Sustainability targets agreed with the Board
and plans in place for target achievement and
monitoring through Functional Reviews chaired
by the CEO and attended by the ELT
•
ESG metrics included within management
incentive schemes
•
External verification o
f certain key ESG
performance data (e.g. carbon emissions)
• Active monitoring and engagement of
stakeholders
Increased
monitoring of
developments
in the ESG
regulatory
landscape
Project Execution
Our Project
Execution risk
considers any
material climate-
related risks that
impact on our ability
to successfully
execute projects
safely, to the
expected quality,
on time and within
budget.
•
Start up, project management, technical and
resourcing execution plans for key projects
supported by monitoring and reporting
•
Discrete projects team assists in start-up phase
of key projects and embeds learnings from
previous projects
•
Tender governance processes including Tender
Review Committee at Group level and BU levels,
in line with established Delegation of Authority
• Financial Management Framework in place
to ensure disciplined contract compliance,
including variation orders and contractual
requirements, at all phases of the project
•
Quarterly Business Reviews of BUs and
Quarterly Project Governance Review of Top 10
Projects, chaired by the CEO and attended by
the CFO, BU Executive Presidents and select
Group Function Leaders
•
Technical functions in each of the BUs supporting
consistent project delivery through focus on
common operating model, standardised delivery
applications and project management academy
No change
John Wood Group PLC
Annual Report and Financial Statements 2024
80
Sustainability
continued
Metrics and targets
Measuring climate-related opportunities and risks
To measure our climate-related opportunities and ensure accountability for our climate-related impacts, we have established
the targets set out below. These targets form part of our wider sustainability strategy and are aligned to the UN Sustainable
Development Goals.
To reflect the importance o
f our ESG and sustainability programme, a range of ESG targets are incorporated in the application of
our remuneration policies for the leadership team and wider workforce. In respect of climate-related metrics, for the 2022, 2023 and
2024 long-term incentive awards, a specific climate-related per
formance measure related to achieving our target of 40% reduction
in Scope 1 and 2 carbon emissions by 2030 was included for awards made to executive directors and the Executive Leadership
Team. This performance measure is worth 5% of the total award and performance is assessed over a three-year period. To enhance
the rigour with which performance is reviewed, and to avoid reward for failure, the Remuneration Committee of the Board utilises
the discretionary matrix when assessing bonus and long-term incentive plan outcomes in addition to the formulaic outcomes, which
considers any year-on-year changes, market conditions and relevant environmental, social and governance (ESG) matters.
Risk/opportunity
Metric
Target
2024 performance
Opportunity:
Increased client
scope for energy transition
and decarbonisation services
Risk:
Strategic delivery
Cumulative revenue
growth from sustainable
solutions in energy
transition and sustainable
materials markets
To double revenue from
sustainable solutions in
energy transition and
sustainable materials
markets by 2030, from a
2021 baseline.
5%
Our sustainable solutions
include services that help
to mitigate the impacts
of climate change such
as renewable energy,
alternative fuels, circular
economy processes,
processing of energy
transition materials and
decarbonising existing
energy assets and
operations
Opportunity:
Increased
access to capital and/ or
improved cost of capital
Risk:
ESG strategy and
performance
MSCI rating and industry/
peer group ranking
To consistently rank in
the Top Quartile ESG
investment ratings
within our sector group
by 2025.
Awarded AA rating
from MSCI in 2024,
within the top 22% for
our peer group
Our approach to climate-
related matters forms a key
part of our ESG investment
ratings and as such we
utilise those ratings as a
metric of our performance
Risk:
ESG strategy and
performance
Percentage reduction
in Scope 1 and 2 carbon
emissions from 145,083
tonnes CO2e in our
2019
base year
Percentage of of
fices
single-use plastic-free
40% reduction in Scope
1 and 2 GHG emissions
by 2030, compared to a
2019 base year.
To ensure all Wood
of
fices are single-use
plastic-free by 2025
75% reduction from
base year
59% of
fices assessed
as single-use plastic-
free
Our targets to reduce our
carbon emissions and single
use plastic consumption
measure our own
performance in reducing our
climate impacts
Our Scope 1, 2 and 3 emissions are shown on page 84 together with our methodology for calculating GHG emissions. In respect
of our Scope 1 and 2 emissions reduction target, whilst we see the setting of internal carbon prices as a signi
ficant aspect o
f our
carbon reduction strategy, this is an area that requires more time to implement and we will continue to assess the feasibility of
establishing internal carbon budgets to provide a platform to establish internal carbon prices in the longer term.
Historical performance for each of the above metrics is shown on pages 26 to 27.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
81
Governance
Financial statements
Through our materiality assessment
we have identified the environmental
matters that are most material to our
business and stakeholders. We have
then distilled those into the following
three key aims, forming the ‘planet’
pillar of our sustainability approach,
to focus our actions in this area:
Protecting and preserving the
natural environment
Our HSSE policy sets out our
commitment to acting in an
environmentally responsible manner
through identifying and managing
environmental risks, preventing pollution,
taking responsible steps to mitigate
and minimise impacts, and continually
improving environmental performance.
In addition, our Code of Conduct details
our expectations of our employees
and business partners in respect of
environmental matters, and our Supply
Chain Code of Conduct includes our
policy requirements for suppliers. In
particular, we expect our suppliers to
comply with all applicable environmental
laws and industry requirements, manage
their operations to prevent or minimise
negative environmental impacts and
drive continuous improvement in
environmental performance, and where
applicable, contribute to Wood’s efforts
to reduce emissions.
Our environmental approach incorporates our delivery of
innovative solutions to support the net-zero agenda, combined
with management of the environmental impacts of our operations
as we deliver across our large and diverse project portfolio.
Environment
Our vision to deliver solutions to
transform the world is underpinned by
our strategic focus on energy transition,
decarbonisation and delivering the
materials required for a net-zero
world. The delivery of our strategy in
these areas has the potential to drive
significant environmental opportunities.
At the same time, the nature of our
activities may give rise to environmental
impacts and we are focused on
mitigating those.
Our environmental approach is informed
by our voluntary commitment to
integrate the UN Global Compact’s
environmental principles into the heart of
our business:
• Principle 7: Businesses should
support a precautionary approach to
environmental challenges;
• Principle 8: Undertake initiatives
to promote greater environmental
responsibility; and
• Principle 9: Encourage the
development and diffusion of
environmentally friendly technologies.
Wood operates in multiple jurisdictions,
across a diverse range of work scopes,
and for our site-based projects, we are
often required to work within the client’s
environmental management system
(EMS) and/or permits and licences. As a
result, there is a wide range of potential
environmental impacts to manage,
as well as regulatory and compliance
requirements to conform to.
In order to meet the commitments of
our HSSE policy and expectations of
our Code of Conduct in this diverse
environmental impact landscape, we
operate an EMS that is compliant
with ISO 14001:2015, to which Wood
has a Company-wide certification
through Lloyds Register, which covers
approximately 28% of our business by
head count. The areas of our business
to be included in the certification
is a business decision which takes
into account factors such as client
requirements and cost-benefit analysis.
For example, clients may require a
certification in order to quali
fy for
tendering. However, regardless of
certification, our EMS and environmental
standard apply globally to all operations
where Wood has control or can
assert influence over the control o
f
environmental aspects and impacts.
Further detail about our approach to
environmental management at an
operational level can be found on our
Sustainability hub:
woodplc.com/sustainability
Protect and preserve the
natural environment and
promote biodiversity
Fight climate change by
decarbonising our own and
our clients’ carbon footprint
Reduce resource consumption
and promote the benefits o
f
a circular economy
Our materiality assessment is
available on our website:
woodplc.com/sustainability/materiality
John Wood Group PLC
Annual Report and Financial Statements 2024
82
Sustainability
continued
The EMS is supported by Wood’s
environmental standard which sets
out minimum requirements to ensure
environmental risks are identified and
managed appropriately, and we take
steps to proactively reduce the impacts
of our operations on the environment.
The requirements of the standard include
understanding of and compliance with
legal and regulatory requirements;
assessment of risks and opportunities;
organisation and planning of control
measures; stakeholder engagement;
review and assurance of performance;
and reporting and record keeping.
We undertake regular assurance
activities including the annual
certification o
f our EMS. During the
2024 annual certification process, two
minor non-conformances were recorded.
related to compliance obligations and
assurance activities. Corrective actions
are being implemented in 2025.
In addition to the annual external
certification process, we undertook
a number of internal environmental
audits during the year. These consisted
of both routine audits that we carry out
at regular intervals and areas selected
based on a risk assessment. No material
issues were documented but certain
areas for improvement were identi
fied
relating to matters such as waste
management practices and these are
being reviewed in 2025 to determine
actions required, if any.
Environmental training continues to be
an important tool to build competency
in our business in order to mitigate
our environmental impacts. As part of
our simplification programme in 2024,
responsibility to develop and roll out
environmental training was passed to our
business unit HSSE teams. We consider
that this approach will enable them
to tailor training to the environmental
issues that are most relevant to their
business and the specific training needs
of their teams, and respond to changes
in the environmental landscape.
Environmental risk management
Our process for identifying, assessing
and responding to environmental risks
is incorporated within our enterprise-
wide risk management process and
framework which feeds into our
identification and management o
f
principal risks. Environmental and
climate-related impacts are reflected in
several of our principal risks, in particular,
Major Incident (HSSE), Strategic Delivery
and ESG Strategy & Performance. More
details on our risk management process
and the mitigation, monitoring and
assurance of principal risks are set out on
pages 90 to 98.
2024 Environmental
performance
Environmental incidents
During the year, we recorded 88
environmental incidents. All reported
incidents were minor in nature, both
in actual and potential impact.
Consistent with prior years, the most
common reported cause of incidents
was defective/failure of equipment
or tools, with hydraulic oil being the
most common contaminant. Incidents
are investigated to ascertain the root
cause, enabling mitigation steps to be
taken.
Overall, the number and frequency
of environmental incidents has
increased compared to 2023. In Q1
2024, improvements were made to
our environmental incident reporting
system to provide a more consistent
approach to reporting and gather
more in-depth information. This was
accompanied by training focused
on ensuring that all incidents are
reported. As a result, the increase
in incidents in 2024 was anticipated
due to improved reporting, and this
is enhancing our ability to analyse
our environmental incidents and
implement corrective actions where
appropriate.
Regulatory compliance
There were no environmental
regulatory actions in any jurisdiction
during the year and Wood was not
subject to any pending proceedings in
2024.
Promoting biodiversity
Our environmental standard addresses
certain biodiversity issues by establishing
minimum requirements in respect
of areas such as habitat protection,
protected or sensitive environments and
management of invasive species. An
environnmental impact assessment is
required to be carried out in compliance
with the standard to ensure all the
necessary steps are taken to protect
nature and/or sensitive receptors. We
recognise the growing importance
of biodiversity to our business and
stakeholders and, as such, it is an area
that we continue to monitor, particularly
in regard to the future adoption of the
recommendations of the Taskforce on
Nature-related Financial Disclosures into
sustainability disclosure requirements
applicable to Wood.
Number of environmental incidents
123
2019
71
98
2020
2021
0.14
2019
0.10
2020
0.14
2021
93
2022
0.14
2022
75
2023
0.11
2023
Environmental incident frequency rate
per 200,000 work hours
88*
2024
0.15*
2024
* The increase in the number and frequency
of environmental incidents in 2024 is due to
improvements in our environmental incident
reporting system and increased training to ensure
all incidents are reported.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
83
Governance
Financial statements
Carbon performance for the period 1 October 2023 to 30 September 2024
35,786
tonnes of CO2e
Our carbon footprint and energy consumption in accordance with the UK Streamlined Energy and Carbon Reporting (SECR)
regulations is shown in the table below.
Global GHG emissions and energy use data for period 1 October 2023 to 30 September 2024
2023-24
2022-23
2021-22
2018-19 (Base year)
Emissions from:
Wood UK
Emissions
Wood Global
Emissions
Wood UK
Emissions
Wood Global
Emissions
Wood UK
Emissions
Wood Global
Emissions
Wood UK
Emissions
Wood Global
Emissions
Activities which the Company owns or
controls including combustion of fuel &
operation of facilities (Scope 1)/tCO2e
2,384
21,985
2,291
26,612
2,977
28,268
10,182
70,775
Purchase of electricity, heat, steam and
cooling for own use (Scope 2, location-
based)/tCO2e
3,740
19,174
3,437
21,061
12,467
33,349
28,109
80,287
Purchase of electricity, heat, steam and
cooling for own use (Scope 2, market-
based)/tCO2e
954
13,801
206
15,209
387
17,420
22,107
74,308
Total gross Scope 1 and 2 emissions
(location-based)/tCO2e
6,124
41,159
5,728
47,673
15,444
61,617
38,291
151,062
Total gross Scope 1 and 2 emissions
(market-based)/tCO2e
3,338
35,786
2,497
41,821
3,364
45,688
32,289
145,083
Energy consumption used to calculate
above emissions (kWh)
29,422,000 148,379,000 28,210,000 172,078,000 73,237,000
231,130,000
149,619,000
493,319,000
Company’s chosen intensity ratio:
tCO2e (gross Scope 1 + 2) (location-
based) / $100,000 revenue
0.63
0.75
0.732
0.862
2.11
1.13
3.58
1.75
Company’s chosen intensity ratio:
tCO2e (gross Scope 1 + 2) (market-
based) / $100,000 revenue
0.34
0.65
0.32
2
0.752
0.46
0.84
3.02
1.68
Total Scope 3 emissions/tCO2e
n/a
371,267
1
n/a
2,725,184
n/a
1,942,128
–
–
GHG Emissions Methodology
Wood has adopted an operational
control approach to boundary setting
as described in the GHG Protocol, and
all data relating to our target is given
using the market-based methodology
of calculation. We have used accepted
methods of calculation based on the
WRI Greenhouse Gas Protocol: A
Corporate Accounting and Reporting
Standard (revised edition). National
conversion factor guidelines (e.g.
Environmental Protection Agency,
Environment Canada, DEFRA) have
been utilised where appropriate. 2024
conversion factors have been utilised
throughout the 2024 reporting period.
Wood has elected to report emissions
data for the period 1 October to
30 September rather than align to
our financial year and has done so
consistently since 2017. Reporting on a
financial year basis would necessitate
the reliance on a significant amount
of estimated data, particularly to
calculate Q4 emissions, which would
impact on the quality of the data that
is used to inform our actions to drive
down emissions. As such, we consider
that utilising a reporting period of 12
months to 30 September significantly
enhances the accuracy of our emissions
reporting, which in turn increases the
quality of the information used in
decision-making on actions to reduce our
emissions.
Wood’s chosen intensity ratio is
calculated based on revenue, as revenue
represents a key measure of our
economic output and business success
and is a metric that has a high degree
of accuracy. The alternative measure
would be headcount; however, this was
not selected due to the potential for
issues in boundary setting and variability,
particulary around the impact of
contractors and sub-contractors.
Scope 3 categories material to Wood
– Purchased Goods and Services;
Capital Goods; Fuel and Energy-Related
Activities; Upstream Transportation
and Distribution; Waste Generated in
Operations; Business Travel; Employee
Commuting (including emissions
relating to our employees working
from home); and until 2022,
Downstream Leased Assets.
1. The reduction in Scope 3 emissions
from the prior year is largely due the
replacement of Quantis factors with
EORA for the calculation of purchased
goods & services, capital goods and
upstream transport & distribution,
following the retirement of the GHG
Protocol Scope 3 Evaluator Tool in
August 2023.
2. Intensity ratios for 2023 have been
restated due to the restatement of
revenue for 2023.
John Wood Group PLC
Annual Report and Financial Statements 2024
84
Sustainability
continued
Reducing resource
consumption
We recognise the environmental
benefits o
f responsible resource
consumption and have a strong belief
that an effective circular economy
can help to further the pursuit of
net-zero. Our strategic focus in
materials markets includes working
with our clients to deliver innovative
solutions for materials recycling, with
a focus on plastics, waste to energy
projects and the development of
sustainable materials through the
use of sustainable feedstocks. We
measure our performance in these
areas through our progress towards
our target to double revenue from
sustainable solutions in energy
transition and sustainable materials
markets by 2030 (see page 26).
Within our own operations, we are
reducing resource consumption
through the delivery of our target to
ensure all Wood of
fices are single-use
plastic-free by 2025. Read more on
our 2024 performance on page 27. In
2024, we also took steps to embed
our Sustainability Code of Practice
(SCoP) through the introduction of
a requirement for certain projects to
carry out an assessment using the
SCoP. The Sustainability Code of
Practice is a tool designed to facilitate
the assessment of sustainability
risks and opportunities at a site or
project level and enable our teams
to identify practical actions that can
be implemented to drive sustainable
practices, including waste reduction,
water conservation and application of
circular economy principles.
Addressing climate change
Our aim is to address climate change
by decarbonising our own carbon
footprint as well as helping our clients
to achieve their net-zero ambitions.
Our strategic focus is aligned to
key market trends driven by climate
considerations, including energy
transition, sustainable materials, circular
economy and decarbonisation, and
presents opportunities for Wood to
help our clients to address their carbon
footprint which are discussed in detail on
pages 76 to 77. The following focuses on
our approach to addressing the climate
impacts of our own operations.
2024 carbon emissions performance
The table on page 84 sets out our
Scope 1, 2 and 3 emissions, as well
as our methodology and reporting
boundaries. Our 2024 carbon emissions
data (excluding emissions intensity) was
externally verified by an independent
third party in line with the requirements
of ISO 14064-3, to a limited level of
assurance.
In 2024, we achieved a 14% reduction
in absolute Scope 1 and 2 emissions
(market-based) compared to the prior
year, which has been achieved through:
• A continued focus on consolidating our
real estate portfolio
• Lower fleet vehicle and heavy
equipment fuel usage as certain lump
sum contracts completed and were
not replaced, in line with our preferred
contracting structure
To date we have achieved a 75%
reduction from our 2019 base year
emissions, compared to our goal of 40%
reduction in Scope 1 and 2 emissions by
2030. This reduction has been achieved
without the use of carbon offsets. The
focus of our carbon reduction strategy
is on effecting behavioural change to
reduce our emissions
–
offsets do not
currently form part of our strategy
though we may need to consider their
use in the future for a small but hard to
abate portion of our emissions pro
file.
Activity levels are a key driver of Scope
1 and 2 emissions, and as such there is
potential for the reductions to reverse
to a certain extent as greater activity at
project site level may result in additional
onsite fuel usage and associated travel.
We recognise that Scope 3 forms the
largest part of our total emissions and
that the calculation of these emissions
relies on a significant amount o
f
estimated data. We have continued
our approach of reporting our Scope 3
emissions in 2024, as this is helping us
to build up a profile o
f the drivers of
these emissions and to take steps to
increase accuracy in the underlying data,
which will ultimately guide our approach
addressing our Scope 3 footprint in the
future. In previous years Quantis factors,
provided through the GHG Protocol
Evaluator Tool, were utilised to calculate
Scope 3 emissions for purchased goods
& services, capital goods and upstream
transport & distribution, however this
evaluator tool was retired in August
2023. As a result, in 2024 we replaced
Quantis with EORA factors to calculate
emissions from these categories. The
reduction in our Scope 3 emissions
compared to the prior year is largely
driven by the change in factor set, and
is due to EORA factors being more up
to date and derived from more granular
source data than the Quantis factors
previously applied.
75%
reduction in Scope 1 and 2 emissions
40% reduction in Scope 1 and
2 GHG emissions by 2030,
compared to a 2019 base year.
Progress
Target
59%
of
fices single-use plastic-
free
To ensure all Wood of
fices are
single-use plastic-free by 2025.
Progress
Target
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
85
Governance
Financial statements
Profit
The Profit pillar o
f our sustainability
approach refers to our commitment to
generating stakeholder value in a fair,
ethical and sustainable manner through
our three aims to:
Promote fairness and
transparency in business
practice and performance
disclosure
Partner with our supply
chain to deliver sustainable
growth and development
Deliver sustainable
innovation and solutions
through partnership and
ingenuity
5%
cumulative growth in sustainable
solutions revenue
Double revenue from sustainable
solutions in energy transition and
sustainable materials markets by
2030, from a 2021 baseline.
Target
Progress
Read more on pages 26 and 79
AA
Awarded AA rating by MSCI
Consistently rank in the Top Quartile
ESG investment ratings within our
sector group by 2025.
Target
Progress
Read more on page 54
SDG alignment
Sustainability
continued
87%
labour suppliers signed up
100% of Wood labour suppliers sign
up and comply with the Building
Responsibly Principles by 2025.
Target
Progress
Read more on page 89
37%
total suppliers signed up
100% of our total suppliers sign
up and comply with the Building
Responsibly Principles by 2030.
Target
Progress
Read more on page 89
John Wood Group PLC
Annual Report and Financial Statements 2024
86
Prior to 1 December, 2024, E&C
sat within the Legal and Ethics &
Compliance function and the Chief
Ethics & Compliance Of
ficer reported
to the General Counsel. On 1 December,
2024, an organisational change was
implemented under which E&C now
reports to the Chair of the Audit, Risk, &
Ethics (ARE) Committee of the Board of
Directors, with a dotted reporting line to
the General Counsel.
E&C continues to take a risk-based
approach to strengthening governance
and carrying out key priorities. As in
prior years, in 2024 we focused on the
following key areas:
1. ABAC Programme
2. Sanctions
3. Data privacy
4. Improving training and communications
The outcome of the Independent Review
will influence the E&C programme
for 2025
and beyond, in particular around ethical
culture and Tone from the Top.
The ABAC Programme
Wood continued to operate under its three-
year Deferred Prosecution Agreements
(DPAs) with the Serious Fraud Of
fice
(SFO) in the UK and the Department of
Justice (DOJ) in the first hal
f of 2024.
We submitted our third and final annual
reports to both agencies in June 2024. We
subsequently received confirmation that
the DPAs have been dismissed by the SFO
and DOJ on the grounds that we have
successfully met the terms of both.
At the end of 2022, Wood committed
under the ‘Inspired Culture’ pillar of
its corporate strategy to increase its
ABAC maturity from 3 (De
fined) to 4
(Advanced) by the end of 2025. In 2024,
we exceeded our end-of-year maturity
target of 3.6, scoring 3.79. This re
flects
ongoing work across key areas of the
programme including ethical culture,
management of third-party risk, training
and communications, risk assessment,
reporting and investigations, and
assurance. The target score by the end of
2025 is 4.0.
Assurance
In 2024, we delivered the first
full year
of an E&C assurance programme. The
programme is based on three pillars: a
pragmatic, risk-based approach; working
in partnership with key functions and
BUs; and integrating into business
assurance where possible. Programme
activities cover three areas: E&C, the
business and internal audit.
Our commitment to a strong,
continually improving ethical
culture remained throughout
2024, with a reinforced focus
out of the
findings o
f the
Independent Review.
Our Code of Conduct (the Code)
continues to be the foundation of the
Wood Ethics and Compliance (E&C)
programme, reinforcing the importance
of doing the right thing, setting clear
expectations for ethical business
practices and promulgating guidance to
employees on how to respond if faced
with ethical decisions. The Code also sets
out our ‘Speak Up’ resources and requires
employees to report anything they feel
does not reflect our values, our policies, or
the law. We seek to create an environment
where our employees feel empowered
to speak up and in fact do speak up.
Furthermore, Wood prohibits retaliation
against any person who, acting in good
faith, reports suspected misconduct or
participates in an investigation.
The Code of Conduct is supported
by a suite of global E&C policies and
procedures, available in ten languages,
covering the following topics:
• Anti-Bribery and Anti-Corruption (ABAC)
• Commercial Intermediaries
• Competition Law
• Conflicts o
f Interest (COI)
• Data Protection, including Breach
Response
• Ethics Investigations
• Ethics Reporting and Anti-Retaliation
• Gifts and Hospitality (G&H)
• Sanctions, Export Controls and Anti-
Boycotts
As part of its operating procedures in 2024,
Wood undertook an annual review of its
E&C policies and procedures to ensure
they remained effective, considering: (i)
changes in laws, regulations and guidance
from regulators; (ii) changes in Wood’s
risk exposure; and (iii) lessons learnt from
investigations or assurance activities.
All directors, of
ficers and employees o
f
Wood as well as contractors, consultants,
representatives, intermediaries and
agents retained by Wood must comply
with the Code and supporting policies and
procedures. Any reports of non-compliance
are investigated, and, if con
firmed,
appropriate corrective action is taken, up to
and including termination of employment
and/or business relationships.
Taking each in turn:
E&C programme assurance: We conducted
ABAC-focused assurance, including on
commercial intermediaries, supply chain,
and E&C’s conflicts o
f interest system.
BU assurance: We participated in a
business audit of two projects within
one BU and led an audit on sanctions
approval compliance within another.
Internal audit: We developed guidance
on E&C requirements for internal audit
and ensured that these were met in high
E&C-risk Group-level audits.
Third parties
Consistent with efforts over the past
several years, we maintained our focus on
management of third parties. Regarding
commercial intermediaries, Wood
continues to prohibit, as a matter of policy,
the engagement of sales agents and we
only engage national sponsors where
required by law. Recognising the significant
improvement activity completed in recent
years, during 2024 our focus was on
maintaining, simplifying and assuring our
commercial intermediary process.
Our Joint Venture Governance Programme
remains a key focus of the ABAC
Programme and further progress has
been made in this area in 2024. Building
on our review of our existing incorporated
JV partners, in 2024 we completed a
review of the E&C operational risks of
our active incorporated JVs by identifying
and assessing each JV’s E&C controls.
This has resulted in a post-mitigation risk
rating for each JV, which will be used to
determine risk-based E&C monitoring
and engagement requirements from 2025
onwards.
Our ABAC risk assessment and due
diligence process for onboarding new
suppliers is now well established and
embedded in our supply chain processes
and we continue to support Supply Chain
with regular engagement and training.
As a result, as noted above, the E&C
assurance programme included elements
of Supply Chain in 2024.
In relation to bribery and corruption
(B&C) risks associated with clients &
projects, during the first hal
f of 2024,
we successfully launched an automated
process embedded in our CRM system
which assigns an early-stage B&C risk
score to every opportunity. For those
opportunities deemed higher risk, these
are flagged, and B&C guidance is issued
automatically to the opportunity lead.
E&C monitors these scores and uses them
to target risk-based engagement and
monitoring activities.
Ethics and Compliance
Our Code of Conduct is available at:
woodplc.com/ethics
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
87
Governance
Financial statements
During the second half of 2024, E&C,
in collaboration with other functions,
started to scope the next phase on tender
governance (including due diligence) and
project execution risk. A process is being
developed in collaboration with our Projects
BU, and the intention is to pilot this in 2025.
Ethical culture & the
Independent Review
Leaders across Wood play a key role in
delivering Wood’s Ethics & Compliance
(E&C) programme, by emphasising
ethical behaviour to our workforce and
supporting those Speaking Up.
In large part, throughout the year, Wood
leadership, working with E&C and in
line with the Tone from the Top KPIs,
reinforced E&C messaging by engaging
with employees on various ethics and
compliance topics including but not limited
to anti-bribery/corruption, non-retaliation,
conflicts o
f interest and commercial
intermediaries. However, the issues
identified as a result o
f the Independent
Review, in particular those relating to
failures in culture and inappropriate
management pressure and override,
demonstrate that there is significant work
to do in order to re-establish employee
trust in Wood’s commitment to supporting
those Speaking Up and setting the highest
standards for business conduct while
also demonstrating management’s own
compliance with the Code and our values
through their words and actions. E&C was
a key contributor to the formulation of the
remediation plan and is a key stakeholder in
its implementation.
The Chief Ethics & Compliance Of
ficer
meets regularly with the CEO and
ARE Committee to provide updates on
the status of the E&C programme. In
addition, as part of the E&C programme,
Wood has designated key leaders as
Ethics Responsible Of
ficers (ROs) to
promote the Code and related ethics and
compliance policies and procedures, as
well as to support E&C initiatives. E&C
recently updated its RO community to
better align the ROs to their respective
business operations and make it easier
for employees to
find their respective ROs
as needed. In addition to attending the
quarterly Business Ethics Forum meetings,
in 2024, ROs continued to support E&C
generally and in relation to specific
initiatives, such as the Joint Venture
Governance Programme.
Additionally, Wood strives to gauge ethical
culture by partnering with a third-party to
conduct an annual anonymous survey of
employees in specific geographic regions.
In 2024, the survey was distributed to over
3,200 employees in Latin America. E&C
shares high-level output with leadership to
help improve the culture and direct future
training, engagement and communication
efforts within those regions.
Ethics and Compliance training
and communications
Training continues to be a key element in
promoting Wood’s culture and ensuring
employees understand how to Do the Right
Thing. Wood drives Company values through
a multi-layered risk-based ethics and
compliance training and communications
plan that promotes accountability,
leadership, honesty and integrity.
To maximise effectiveness, Wood develops
its ethics and compliance training and
communications plan on an annual
basis. The plan incorporates a variety of
approaches, including live training events,
yearly computer-based training, as well as
other communication channels, including
but not limited to email newsletters,
internal social media and a dedicated
intranet page regularly refreshed with
updated E&C resources. E&C reviews
the plan every month for accountability
and readjusts it as needed depending on
internal and external circumstances.
In 2024, mandatory computer-based
training entitled Leading with Integrity
was assigned to more than 4,500
individuals who are in leadership roles
or manage people. Wood provided this
targeted, risk-based training to ensure our
employees make ethical business decisions
and do the right thing. One hundred
percent completion was attained.
Managing cases
Wood values a culture of openness
and accountability where anyone can
Speak Up to seek guidance on ethical
or compliance issues and/or report any
known or suspected unethical, illegal or
suspicious activity or concerns that the
Code of Conduct is not being followed.
We encourage employees to use their line
manager as a first point o
f contact to
report ethics and compliance concerns with
additional ‘Speak Up’ resources available
as needed, including other managers,
business leaders, HR, or Legal. Accordingly,
many concerns are addressed without E&C
intervention. However, employees may also
contact E&C directly or use the Helpline,
which is operated by an independent third
party and allows anyone to raise a concern
or report a suspected violation of our
policies, procedures or the law.
Using the Helpline, reporters can raise
concerns by telephone or online and may
elect to remain anonymous. On a quarterly
basis, ARE Committee is provided a
summary of the use of all E&C Speak
Up resources, as well as an update on
initiatives to further promote the ‘Speak
Up’ culture and Wood’s Business Ethics
Reporting and Anti-Retaliation Policy.
In 2024, E&C received a total of 135
concerns through the Ethics Helpline and
various internal channels. All concerns
are reviewed, investigated as needed,
and necessary disciplinary action and/or
remedial action is taken as appropriate. Of
the 17 allegations that were substantiated
after review or investigation, there was one
termination of employment for violations
of Company policy.
Trade compliance
Our new risk-based sanctions due diligence
and approval process has been trialled by
Digital Consulting and is now ready to be
adopted by the rest of the business. The
new process has been shown to be more
ef
ficient and to
focus attention on the
prospects that need it most, as well as
allowing for continuous monitoring of all
current clients and owner/operators that
present a sanctions risk.
New laws targeting the circumvention of
the sanctions against Russia, have meant
that we have had to be especially vigilant
when bidding for work in countries that
are sympathetic to Russia. We have put
in place controls to prevent the re-export
of Wood-supplied goods and services
to Russia and also to safeguard against
Wood’s use of certain Russian origin goods.
We have also seen an increase of Russian
participation in projects outside of Russia
and the Trade Compliance team continues
to play an important role helping the
business identify and mitigate that risk.
Data privacy and protection
Following on from a year of recruitment
and transition in 2023, In 2024, the
Privacy team focused on delivering
leadership and support to some of
Wood’s major corporate projects.
Data Lifecycle Management
Privacy took the lead in reviewing and
simplifying Wood’s Global Data Retention
Policy and Standard, which covers
both personal data and business data,
implementation of which will support
privacy compliance as well as a reduction
in data costs and increase ef
ficiencies
associated with data governance. Working
with stakeholders across Wood, one single
refreshed Standard was published and is
now being implemented in Wood’s business
units-led Group IT. Privacy plans to support
implementation in Human Resources and
Health & Safety through 2026, to ensure
compliance with global data minimisation
and security privacy principles.
Diversity Reporting
Supporting Wood’s Inspired Culture,
Privacy provided advice and guidance in
the re-scoping and delivery of improved
Inclusion and Diversity reporting at Wood.
We anticipate work on broader Inclusion &
Diversity reporting to continue throughout
2026 and beyond, as global legal and
regulatory reporting requirements and
industry practice continue to develop.
John Wood Group PLC
Annual Report and Financial Statements 2024
88
Sustainability
continued
Supply Chain
Our aim is to manage appropriately the
risk presented to Wood when engaging
with third parties who handle our people’s
or our clients’ personal data, ensuring they
comply with global data privacy principles
and protect Wood from data incidents.
We implemented regular engagement
sessions with Supply Chain, improvements
to the supplier onboarding process, the
delivery of refreshed training and scoping
of a managed improvement plan for
2025, including high-risk vendor review
and general vendor risk classification.
Individual rights requests
Whilst we continue to receive a low volume
of individual rights requests both in the UK
and globally, we updated our process and
provided guidance and training to our HR
Compliance team in the UK. We expect to
deliver phased training to our HR colleagues
outside of the UK during 2025 and 2026
to support a consistent, single, globally
applicable process for management of
individual rights requests across our global
footprint.
Growth in privacy laws
We continue to see the growth and
development of new and updated privacy
laws across the world in the countries
where we operate. Through monitoring
and gap analysis, Privacy ensures
implementation of relevant processes
to ensure Wood’s global compliance.
For example, in 2024 the Privacy
team assisted the local team in Saudi
Arabia in ensuring understanding and
implementation of Saudi Arabia’s new
Personal Data Protection Law.
Incidents
Data privacy incidents within Wood and
within third parties holding Wood personal
data continue to be largely low risk, with
the common theme being human error.
However, we also received notification o
f
cyber security incidents impacting two
of our US Rewards suppliers. Whether
Wood worker data was exposed cannot
be determined, however the suppliers took
precautionary measures to self-report the
incidents directly to those affected and the
relevant authorities. The incidents continue
to reflect the ongoing rise in global cyber
security events, the risks in sharing personal
data with third parties and the importance
of conducting due diligence on such third
parties to protect our people’s and our
clients’ personal data. Wood Privacy
works in close collaboration with Wood
Information Security to manage incidents
with third parties and monitor trends both
internal and external to Wood.
Partnering
with our
supply chain
We recognise that our supply chain
is fundamental to achieving our
business objectives. As such, it is
important to partner with our third
party suppliers to ensure that we
deliver growth in a sustainable and
responsible manner.
As a people business, Wood is
committed to working to and
promoting the highest standards of
human rights and partnering with
our supply chain to do the same. As
part of this, and in recognition of
our role as a founding member of
Building Responsibly, we are focused
on embedding Building Responsibly’s
worker welfare principles in our own
business and our supply chain.
Wood has set two targets for
compliance with the Building
Responsibly principles by our supply
chain. Based on a risk-based
approach, we are requiring all of our
labour suppliers to sign up and comply
with the principles by 2025 and our
wider supplier base to do the same
by 2030. In 2024, we made good
progress towards these targets with
87% of labour suppliers and 37% of
total suppliers now signed up.
We believe that the most effective
way to drive positive change is through
collaboration and education. We provide
training modules to support our labour
suppliers to understand the importance
of worker welfare to Wood and to
consider practical steps they can take
to embed the principles within their own
operations. We also provide a Supplier
Support Hub on our website, to enable
all of our suppliers to learn more about
Wood’s approach to sustainability
more generally, our key policies and our
expectations of suppliers in support of
our sustainability objectives.
87%
labour suppliers signed up
100% of Wood labour suppliers sign
up and comply with the Building
Responsibly Principles by 2025.
Progress
Target
37%
total suppliers signed up
100% of our total suppliers sign
up and comply with the Building
Responsibly Principles by 2030.
Progress
Target
Our Supply Chain Code of Conduct is
available at:
woodplc.com/scm
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
89
Governance
Financial statements
The principal risks identified that
face the Group are set out in this section. During the
year, the Board has carried out a robust assessment of these principal risks as well as
emerging risks and has monitored the Group’s risk management and internal control
systems, in conjunction with the findings o
f the Independent Review (see page 122).
Principal risks and uncertainties
Managing our risks
Group risk framework
Contract/project
Monthly project
governance risk
review
Business grouping
Project
governance review
Business unit
Project
governance review
Group
Project
governance review
Risk Escalation
Group Risk
Committee
Principal risk and
emerging risk
review
Board
Principal risk and
emerging risk
review
Board Oversight
Governance & Control
Systems, KPIs & Reporting
Business grouping
Risk review
Business unit
Risk review
Group
Business review
Quarterly
Quarterly
Quarterly
Biannual
Biannual
Risk management
Risk management is an integral part
of sound management practice and an
essential element of good corporate
governance. It improves decision-
making, enhances strategic outcomes
and accountability, whilst promoting a
risk-aware culture within Wood.
The Board is responsible for:
• Establishing procedures to manage
risk, overseeing the internal control
framework, and determining the
nature and extent of the principal
risks the Group is willing to take to
achieve its long-term objectives
• Carrying out a robust assessment of
the Group’s emerging and principal
risks
• Monitoring the Group’s risk
management and internal control
systems and carrying out a review
of their effectiveness
The Board is assisted in this
assessment by the Audit, Risk & Ethics
(ARE) Committee and the Safety and
Sustainability (S&S) Committee, who
are delegated responsibility for various
aspects of risk, internal control, and
assurance.
Group risk management
framework
The Wood risk management framework
is designed to comply with the 2024 UK
Corporate Governance Code and align
with ISO 31000 principles.
The Group risk management standard is
the formal overarching risk management
process within Wood that complements
current policies and processes across the
Group. The purpose of the standard is to:
• Ensure there is a formal, structured
and consistent risk management
process across Wood
• Identify, mitigate and manage risks
that occur
• Provide visibility over business risks to
inform leadership
A bottom up and top down approach
is followed to facilitate the risk
management process within the
organisation, as laid out in the Group
risk management framework. Risk
registers are developed at an individual
contract or project level and captured
in our project risk management system.
These risks are then escalated into the
business grouping and captured into the
corporate risk management system and
rolled up into business unit risk registers,
which are reviewed respectively by the
business grouping and business unit
Leadership teams every quarter.
The business unit risk registers are
subsequently reviewed as part of the
Quarterly Business Reviews which are
chaired by the CEO with attendance by
the CFO, the other functional members
of the ELT and the respective business
unit leadership team members.
Group-level functional risk registers are
also maintained, with the functional
leadership teams reviewing these risk
registers twice a year, and an ELT review
at least annually as part of the Quarterly
Functional Review.
The aggregation of the individual risk
registers into a Group risk register was
reviewed twice during the year by the
Group Risk Committee (GRC), which
is attended by the CEO, CFO, and all
other members of the ELT to ensure
that the material risks for the Group are
appropriately measured and managed.
The GRC is facilitated by the President
Group Audit & Risk and the Group
Risk VP. The overall focus of the GRC
meetings is to ensure that the principal
risks for Wood are identi
fied, agreed,
measured, and effectively controlled
while monitoring emerging risks.
After the GRC meetings, the summary
of principal risks is formally reviewed and
challenged by the ARE Committee (who
were delegated this responsibility from
the Board in 2024) twice a year.
John Wood Group PLC
Annual Report and Financial Statements 2024
90
Emerging Risk
Description
Principal Risk Mapping
Global changes in the
geopolitical environment
Global volatility could impact the safe, on-time and on-budget
delivery of projects in the wider Wood portfolio, due to potential
supply chain disruption, tariffs and regulatory changes. The
business continues to monitor the impact of the rapidly
changing geopolitical landscape to address potential impacts on
project delivery.
Project execution
Contracting
Major incident
Cyber security
Sustainable cash generation
Strategic delivery
Disruptive Technologies
The business recognises and continues to monitor disruptive
technologies such as generative AI and their potential impact
on our business model. Competitors’ faster adoption and
adaptation of these technologies could signi
ficantly reduce their
costs, potentially eroding our hours-based market share.
Project execution
Contracting
Cyber security
Strategic delivery
Climate change and extreme
weather
Climate change and extreme weather risk scenarios are an
integral part of individual project risk management. From
analysis, climate change risk was not considered to be a
standalone principal risk, but to be a significant contributing
factor to other principal risks. The impact of climate change is
reflected in the strategy to address energy transition.
ESG strategy and performance
Project execution
Contracting
Major HSSE incident
Strategic delivery
During 2024, a number of system-
related initiatives and improvements
were conducted to enhance the way risk
is captured, monitored, assessed and
managed. These included:
• Continued embedding and maturing
of risk management systems through
training and awareness
• Further development and refinement
of risk management tools to assist in
reporting
•
Rollout of systems to audit and
assurance teams to enhance proactive
governance of the risk and control
environment
• Active integration with ESG risk
management
Robust assessment of
principal and emerging risks
The Board has carried out a robust
assessment of the principal risks
facing the business on a biannual
basis. To support this, the Board
and its Committees received regular
reports from key functions such as
safety, sustainability, Legal, Ethics and
Compliance, commercial, finance, tax &
treasury, IT, Group audit and risk, and HR,
along with operational reports from the
business units, which include key risks,
information on compliance, with controls
and reports on assurance activities
where applicable.
ESG and sustainability
ESG and sustainability are transversal
risks that can be found across our
business, and over the last year, Wood’s
response to climate change obligations
and ESG matters has developed and
matured by aligning to the Company’s
strategy and the management of ESG
risk.
All ESG risks are maintained within our
corporate risk management system and
map back to our principal risk of ESG
strategy and performance, to ensure
adequate oversight and governance in
identifying, managing, and reporting
such risks, mitigations, and control
effectiveness.
Emerging risks
Wood’s risk management framework
includes a focus on identifying and
assessing potential emerging risks.
Emerging risks are identified throughout
the year via the business grouping,
business unit and functional risk
processes, escalated and discussed
during the GRC and further escalated
to the ARE Committee as required.
This process follows the Group risk
management framework, which applies
to all risks.
A cross-check is also undertaken
against the principal and emerging risks
identified by Wood’s peer group which
helps to inform the mid-year Board
discussion on risk. During the year, a
series of interviews were carried out by
the President – Group Audit & Risk and
the Group Risk VP with each of the non-
executive directors to understand their
perception of the principal and emerging
risks. The outputs of these interviews
were then fed into the GRC and the ARE
Committee risk sessions.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
91
Governance
Financial statements
Principal risks and uncertainties
continued
Details of the status of internal controls
are included in the Audit, Risk & Ethics
Committee report on page 120
Risk appetite
The Group’s risk appetite is defined
by six broad risk appetite statements
to ensure the current list of principal
risks is adequately covered by the risk
appetite statements. The Group’s risk
appetite is considered when setting the
nature, extent and effectiveness of the
key control mechanisms in place and
the level of assurance activity required
for each risk. A framework around the
application of the Group’s risk appetite
to contracting models sets out the risk
appetite for certain
fixed price or lump
sum (and other high-risk) contracts.
Clear criteria exist for approval of these
types of contracts by the Tender Review
Committee and the process has been
modified to reflect the Group’s exit
from lump sum turnkey and large-scale
EPC projects. The process for ongoing
monitoring of
fixed price and high-risk
contracts continues to include quarterly
project governance meetings attended
by the CEO, CFO and the business unit
Executive Presidents as shown in the
Group Risk framework.
Monitoring the risk management
and internal control systems and
processes
The ARE Committee receives bi-annual
updates on the key controls in place in
relation to each of the principal risks,
the level of independent assurance
activity carried out, and management’s
assessment of the effectiveness of the
controls. As part of this monitoring, the
ARE Committee ensures that corrective
action is taken where necessary.
To ensure that responsibilities for risk and
assurance are clear with the Committee
structure, each principal risk and area of
risk is assigned to either the Board or one
of the Board Committees.
Accountability for managing risk is
embedded into our business as described
under the Group risk management
framework section. Each business unit,
business grouping, and function has
responsibility for undertaking regular
risk assessments, monitoring risk, and
requires senior management to attest
the control effectiveness of their risks as
part of their ongoing accountabilities.
The Board’s assessment of the internal
control environment, as informed by
Group Audit combined with the findings
of the Independent Review is that
improvement is required.
The Independent Review identified
instances of management pressure
and override to maintain previously
reported financial positions. This
resulted in the addition of the leadership
culture principal risk and the associated
remediation plan.
To improve the Group’s internal control
environment, continued focus is required
to address Group Audit key themes and
insights at a holistic level, increased levels
of risk-based business unit assurance
being carried out and actioned, and more
rigorous monitoring and application of
project controls / project governance
at the project, business grouping and
business unit level.
These changes need to be accompanied
by sponsorship and ownership from the
business unit Executive Presidents to
embed change. Finally, the continued
refinement and roll-out o
f the
finance
and HR operating models will ensure
that roles and responsibilities are clearly
understood in the Oracle / shared service
environment.
Changes to the principal risks:
Decrease
Increase
No change
New
Changes to the principal risks in 2024
Trend
#
Risk title
2020
2021
2022
2023
2024
1
ESG strategy and performance
2
Project execution
3
Contracting risk
4
Major HSSE incident
5
Major investigation
6
Cyber security
7
Financial viability
n/a
n/a
n/a
n/a
8
Leadership culture
n/a
n/a
n/a
n/a
9
Sustainable cash generation
n/a
n/a
10
Major litigation
11
Failure to retain and attract critical staff
12
Strategic delivery
n/a
n/a
John Wood Group PLC
Annual Report and Financial Statements 2024
92
Going concern assessment
The Directors have assessed the Group’s
ability to continue as a going concern for
14 months from the anticipated approval
date of the FY24
financial statements
(currently 30 October 2025). This
assessment considers liquidity, covenant
compliance, and refinancing plans.
On 29 August 2025, Wood announced
a recommended cash offer by Sidara
Limited to acquire the entire issued share
capital of the Company. This transaction
underpins a comprehensive refinancing
and recapitalisation plan, including:
• A $450m capital injection from Sidara
($250m post shareholder approval and
$200m on completion)
• Extension of existing committed debt
facilities to October 2028
• A $200m New Money Facility and
approximately $400m in guarantee
facilities
Management’s forecasts, including a
severe but plausible downside scenario,
indicate positive liquidity headroom
throughout the going concern period,
with the narrowest headroom of $85m
in October 2025. Financial covenants
are expected to be met, and minimum
liquidity requirements maintained.
Material uncertainties
Certain conditions to the transaction
and initial funding remain outside the
Group’s control at the time of signing
the FY24 accounts. While the Directors
believe that the necessary steps will be
achieved and that a realistic alternative
to liquidation exists, their outcome
cannot be guaranteed. Additionally,
whilst Sidara has stated its intention for
Wood Group to continue in its current
form, there can be no certainty as to
what Sidara will decide. The likelihood of
any significant change during the going
concern period is limited.
Accordingly, the Directors have identified
a material uncertainty concerning the
completion of the Acquisition, Sidara’s
plans for future operations and, in the
absence of the successful completion of
the Acquisition, the continued availability
of suf
ficient, appropriate
funding that
may cast significant doubt about the
Group’s and the Company’s ability
to continue as a going concern and,
therefore, the Group and the Company
may be unable to realise their assets and
discharge their liabilities in the normal
course of business.
Based on current facts, agreed lender
support, and anticipated completion of
the Sidara transaction, the Directors
consider the going concern basis of
preparation appropriate.
Further details are included in the basis
of preparation on page 159.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
93
Governance
Financial statements
Principal risks and uncertainties
continued
Viability statement
In accordance with provision 31 of the
Governance Code the directors have
assessed the Group’s viability over the
period to 31 December 2028.
The process of establishing the period
over which the Group’s viability has been
assessed is subjective and considers
a range of factors, all of which are
indicative of slightly different time
frames. In making their assessment the
directors have considered these factors
both individually and in aggregate and
have decided that, on balance, the
viability needed to be assessed covering
the period to 31 December 2028.
As of 31 December 2024, the Group’s
principal debt facilities comprise a
$1,200.0m revolving credit facility (the
RCF); a $200.0m term loan (the Term
Loan); and $262.8m of US private
placement debt (the USPPs and together
with the RCF and the TL, the Existing
Committed Debt Facilities). Subsequent
to the balance sheet date, the Group
obtained waivers from its creditors under
the Existing Committed Debt Facilities in
respect of non-compliance with
financial
covenants as at the balance sheet date
and its historical non-compliance (including
in respect of the
financial year ended 31
December 2024 and earlier) and certain
related undertakings. Each of the Existing
Committed Debt Facilities are treated as
current liabilities as at 31 December 2024.
These facilities remain available to the
Group at the date of authorisation of these
financial statements.
As announced on 29 August 2025, the
Company has now agreed the terms
and conditions of a recommended cash
acquisition by Sidara for the entire
issued, and to be issued, ordinary share
capital of the Company (the Acquisition)
for 30 pence in cash for each share in the
Company as part of a holistic solution
designed to provide financial stability
to the Company that includes (among
other things): (i) Sidara providing a
$450 million capital injection to the
Company; (ii) the Company having
agreed an extension to 20 October
2028 of, and certain other amendments
to, the Existing Committed Debt
Facilities with the consent of its lenders
(the Amendment and Extension);
and (iii) additional and enhanced
liquidity facilities for the Company (the
New Money Facility and the Existing
Guarantee Facility).
Based on the Amendment and Extension
(covering a period to 20 October 2028),
together with factors such as the
Group’s strategic and planning cycle and
the visibility of operational backlog led
the directors to select the period to 31
December 2028 to assess the Group’s
viability.
In order to make this assessment, the
Board considered the current trading
position and reviewed a number of future
scenarios which stress-tested the viability
of the business in severe but plausible
scenarios. These scenarios considered
the potential financial and operational
impacts of the Group’s principal risks and
uncertainties arising and the degree of
effectiveness of mitigating actions.
As indicated in the table on pages 95
to 98, these included, individually and
in combination, multi-year reductions
in demand, project execution and
contracting risks, revenue growth
risk, the impact of a catastrophic
safety or cyber security incident, the
fines and damage sustained by an
ethical, regulatory or data breach or
a substantial litigation. Based on the
modelling performed, the Board’s
assessment was that expected financial
stability following the Amendment
and Extension and completion of the
Acquisition, the flexibility o
f our business
model and the mitigating actions
available meant that in all plausible
scenarios they considered the business
would continue to be viable until 31
December 2028. Mitigating actions
would include reduction of discretionary
spend including bonuses, capex reduction
or further disposals.
If the Acquisition is withdrawn,
terminates or lapses for any reason, the
Company has agreed with its lenders an
alternative package of amendments to
the Existing Committed Debt Facilities
to implement an alternative refinancing
(the Stable Platform). In this scenario,
the maturity date of the Existing
Committed Debt Facilities would be
subject to a shorter extension to 20
October 2027 (unless the Company and
75% of each the RCF creditors, the Term
Loan creditors and the USPP creditors
agreed to extend the maturity date to
20 October 2028) and the Group would
be subject to tighter undertakings and
covenants. The New Money Facility and
the Existing Guarantee Facility would
each be draw-stopped in this scenario
(unless consent was provided by the
required super majorities under each
facility). In addition, the Group would
not have unfettered access to disposal
proceeds – any net proceeds in excess
of $250 million would be mandatorily
applied in prepayment of secured debt.
Additionally, if the Acquisition is
withdrawn, terminates or lapses for any
reason, the Company would be obliged
to agree a recapitalisation plan with
its creditors within 30 days and would
therefore be reliant on receipt of creditor
approval of any such plan in order to
avoid a default under its facilities. The
Board has considered a number of
alternate recapitalisation plans which
could be applied in this circumstance
including the disposal of further assets
and the raising of additional equity
and/or debt. However, the Board
recognises that the exact nature of the
recapitalisation plan will depend on the
factors giving rise to the Stable Platform
being triggered and may include
restructuring of the Group and business
disposals that would be reliant on receipt
of creditor approval in order to avoid a
default under its facilities. There can be
no certainty that such a plan would be
approved. Accordingly, there can be no
certainty that the Group will continue in
its current form and / or that suf
ficient,
appropriate funding will be available.
The assessment is based on the
assumption that shareholders approve
the Acquisition and that the Acquisition
completes by the end of 2026. The
Acquisition is subject to a number of
conditions, including approval by the
requisite number of shareholders at
the Meetings and certain regulatory
and antitrust approvals. There is no
certainty at this point that the conditions
will be satisfied as many o
f these are
outside the control of the Group. As
such, the Board has identified a material
uncertainty concerning the completion
of the Acquisition, Sidara’s plans for
future operations and, in the absence
of the successful completion of the
Acquisition, the continued availability of
suf
ficient, appropriate
funding that may
cast significant doubt about the Group’s
and the Company’s ability to continue
as a going concern and, therefore, the
Group and the Company may be unable
to realise their assets and discharge their
liabilities in the normal course of business
as discussed further on page 159 and,
consequently to the viability assessment.
Notwithstanding the material
uncertainty explained above, taking
account of the Group’s expectation
that the Acquisition will be completed
as expected along with a rigorous
assessment of going concern and
liquidity, the directors have a reasonable
expectation that the Group will be able
to continue in operation and meet all
its liabilities as they fall due up to 31
December 2028.
John Wood Group PLC
Annual Report and Financial Statements 2024
94
Analysis of principal risks
Strategic
Sustainable cash
generation
A
V
Risk profile
Challenges in generating positive
sustainable free cash
flow negatively impact
shareholders confidence, leading to inability
to support future investment in the business.
The increased risk is due to the strategy not
delivering the expected financial outcomes.
Strategic delivery
B
V
Risk profile
Failure to adapt and deliver strategic
plans leading to diminished stakeholder
confidence and impacts on growth and
profitability.
The increased risk is due to the strategy not
delivering the expected financial outcomes.
Mitigation, monitoring and assurance
•
Strategic review of our portfolio identi
fied
priority markets with external consultants
and internal experts to refine our
focus
•
Strategic risks associated with the strategy
are analysed and have appropriate
mitigation actions in place
• Company-level metrics/targets are
cascaded and embedded into the BUs with
execution plans to achieve the strategy
• Quarterly Business Review and Functional
Review process in place across the ELT to
measure progress both from a business
and functional perspective against the
targets within the strategy
Mitigation, monitoring and assurance
• Simplification programme to enhance
Group profitability
• Group-level working capital improvement
programme with professional advisory
support
•
Lower contract risk appetite to improve
consistency of returns
•
Minimum payment term standards for
smaller contract values across the business
• Monthly
business unit
and ELT reviews
of debt and cash performance and Board
reviews against budget/forecast
•
Short-term cash flow
forecasting tool
embedded within the business with
weekly reviews
•
Weekly monitoring of Group net debt
•
Designated process for governance of
capital expenditure
•
Established processes for monitoring of
working capital on a weekly basis in the
business through to monthly management
accounts, and Group Quarterly Business
Reviews where accounts receivable and
days sales outstanding are monitored
• Targeted improvement in days sales
outstanding set within the Budget and
Annual Bonus Plan metrics
•
Credit policy in place with monthly
reporting process
•
Monthly monitoring and reporting of aged
debt including any unbilled amounts
•
Management of cash out
flows
from non-
trading financial liabilities including phasing
across the year to ensure payment plans
are rateable against receipts
Responsibility:
S
Safety & Sustainability
N
Nomination
R
Remuneration
A
Audit, Risk & Ethics
B
Board
Board assessment of change in risk from 2023:
Decrease
Increase
New
Considered as part of viability assessment
V
No change
ESG strategy and
performance
S
Risk profile
Our ESG strategy and performance does
not effectively address our environmental,
social and governance responsibilities,
including in relation to climate change
and regulatory obligations, leading to
our business becoming an unattractive
investment proposition for our employees,
investors, lenders, communities, and other
stakeholders.
Mitigation, monitoring and assurance
• Existing policies, procedures,
management structures and Board
oversight covering compliance with the
key components of ESG
•
Monitoring of compliance and reporting
in line with the UK Corporate Governance
Code, covering governance responsibilities,
with oversight provided by the Audit, Risk
& Ethics Committee and the Board
•
Integrated ESG risk management within
Company risk management framework
•
Active monitoring of developments in the
ESG regulatory landscape
• Safety & Sustainability Committee
includes oversight of sustainability
aspects with additional review by the full
Board on an annual basis
•
Sustainability targets agreed with the
Board; plans in place for target achievement
and monitoring through Functional Reviews
chaired by the CEO and attended by the
ELT
• Safety & Sustainability Committee
includes oversight of sustainability
aspects with additional review by the full
Board on an annual basis
•
Sustainability targets agreed with
the Board; plans in place for target
achievement
• ESG metrics included within
Management incentive schemes
•
External verification o
f certain key ESG
performance data (e.g. carbon emissions)
• Active monitoring and engagement of
stakeholders
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
95
Governance
Financial statements
Strategic (continued)
Analysis of principal risks
Principal risks and uncertainties
continued
Financial viability
A
V
Risk profile
A combination of increased leverage,
reduced operating cash flow, major
litigation and a lack of access to bonding,
impacting client, lender and investor
relationships and challenging the Group’s
ability to be independently financially viable.
Mitigation, monitoring and assurance
• Group refinancing and recapitalisation in
progress, to fund the business over the
longer term
•
13-week rolling cash flow
forecasts being
prepared, reviewed and subsequently
communicated to lenders; weekly review
of cash forecast and active management
of out
flows
• Company-wide cash programme being
led by President Group Treasury and
Interim Group Financial Controller,
including training, communications on
cash, revised cash-related metrics to help
improve time to bill and reduce overdue
debt, and weekly cash calls attended by
senior management
• Frequent, pro-active and open
engagement with:
•
Lender group, including lenders’
advisers led by Interim CFO and
President Group Treasury
•
Investors, led by the Chair and
President Investor Relations
• Clients, led by senior operational
leaders
•
Frequent leadership meetings to share
feedback from lenders, investors and
clients to ensure that messaging
is consistent and appropriate,
supplemented by frequent Board
meetings
• Modelling of plausible downside
liquidity scenarios to support the going
concern assumptions, the viability
statement and as part of the wider
Group business planning process, which
includes identification o
f extraordinary
cash preservation measures, should
they be needed, such as additional
disposals, asset disposals and additional
management of out
flows
• Three-month look-ahead for bonding
requirements implemented
•
External review of the covenant
calculation/net debt model, including
recalculation of prior year covenants and
analysis of forward curves
Leadership culture
A
Risk profile
Independent Review findings showing
instances of misalignment between
tone from management and corporate
governance requirements, leading to
management pressure and override to
maintain previously reported positions,
over-optimism, poor tolerance of bad
news and ineffective recognition of risks
by leadership. One further
finding o
f the
Independent Review was that the cultural
failings appear to have led to instances
of information being withheld from, and
unreliable information being provided to,
the Group’s auditors.
Mitigation, monitoring and assurance
•
Oversight of the Independent Review by
Independent Oversight Committee of the
Board, under the leadership of the ARE
Committee Chair
•
Board, in response to dialogue with
external auditors, commissioned
an Independent Review which was
performed by Deloitte LLP, with
primary focus on: contract accounting
within Projects BU; culture, governance
and controls; financial reporting; and
determining whether the identified issues
raised concerns of wider contagion across
the Group (further described on page 122
in the Audit, Risk and Ethics Committee
section)
• Remediation Plan developed, to
respond to address the findings o
f the
Independent Review, sponsored by ARE
Committee Chair and Interim CFO and to
be delivered internally; created a new role,
President Transformation & Risk to lead
on remediation with external consultants
being appointed to support the delivery
of the Remediation Plan
•
Tone from the Top communications led
by the CEO, Interim CFO and ELT to
address failure of leadership to Listen Up
to concerns raised
•
Finance culture change led by Interim
CFO, and changes in key finance roles
and responsibilities including Interim
Group CFO, Interim Group Financial
Controller, new Interim President FP&A
• Corporate governance programme for
leadership, including training on directors’
duties and UK corporate governance
requirements
• Monitoring of the Remediation
Plan delivery by the finance project
management of
fice, with monthly
reporting to Remediation plan steerco
and ELT, quarterly feedback to the Board,
with oversight of the Remediation Plan
from other key stakeholders
John Wood Group PLC
Annual Report and Financial Statements 2024
96
Major HSSE incident
S
V
Risk profile
Significant HSSE event (including a
pandemic) leading to a major incident
resulting in multiple loss of life, signi
ficant
harm (including financial) damage to
the environment, and damage to our
reputation.
Mitigation, monitoring and assurance
• HSSE Framework setting out clear
standards for HSSE management across
Wood aligned to ISO standards
• Quarterly Business and Functional
Reviews chaired by the CEO and
attended by the ELT
• Business Continuity and Emergency
Response Plans deployed
• Active reporting and investigation of
incidents to track and trend within the
operating environment
• Comprehensive assurance plans
deployed across the Company
• Safety & Sustainability Committee
provides Board oversight of HSSE
performance and preparedness for
major incidents
• Documented accountability at all levels
in the Company
• Effective deployment of HSSE resources
Health, Safety, Security & Environment (HSSE)
Major investigation
A
V
Risk profile
Regulatory investigation or proceedings
resulting from non-compliance with
applicable legislation, which could lead to
consequences, including financial exposure,
penalties and reputational damage.
The increased risk is directly related to the
FCA investigation announced in June 2025.
Compliance and Litigation
Major litigation
B
V
Risk profile
Legal action can result from a major
incident, a major regulatory investigation,
contracting issues, project execution or
employee-related claims. Failure to manage
litigation can lead to increased claims,
damages, fines and penalties.
Mitigation, monitoring and assurance
• Controls over major incident, major
regulatory investigation, contracting, and
project execution risks
•
Policies for management of litigation
• Group Legal, Contracts, Ethics and
Compliance teams supported by external
specialist lawyers, where necessary
•
Group Litigation Report provided to
senior executive and business unit
leadership on a monthly basis, and to the
Board on a quarterly basis
• Enhanced governance on major cases
with senior executive and business unit
leadership
• Identification o
f lessons learned arising
from litigation and training in key areas
Mitigation, monitoring and assurance
•
Suite of Wood policies that mandate
compliance with applicable laws and
policies
•
Dedicated Ethics Responsible Of
ficers
across the business with increased
engagement and training provided from
the Ethics and Compliance team
• Anti-Bribery and Anti-Corruption (ABAC)
programme with dedicated project
manager, executive sponsor, and regular
reporting to the Audit, Risk & Ethics
Committee
• Robust compliance programme including
our Code of Conduct and speci
fic
requirements around the appointment
and management of commercial
intermediaries
• Targeted programme of ethics and
compliance training
• Ethics and Compliance provides support
and guidance to the business
Cyber security
A
V
Risk profile
Impact on the confidentiality, integrity
and/or availability of Wood or client
data, and/or disruption to Wood
business operations through malicious
activity, unauthorised access, cyber-
attack and/or physical or environmental
event.
A continued escalating cyber threat
combined with the increased publicity
for Wood has led to an increased risk.
Technology
Mitigation, monitoring and assurance
• Dedicated security, governance, risk
and compliance team led by Chief
Information Security Of
ficer
• Mature Information Security
Management Framework that combines
technical and process controls with a
Group-wide programme of colleague
awareness
• Comprehensive IT security policy/
standards and procedures
•
Extensive threat hunt and intelligence-
gathering capability
• Utilisation of next-generation perimeter
security and best-in-class end point
detection and protection capability
•
Mature cyber security incident and event
management
• Security Operations Centre enabling 24/7
detect and respond capability
•
Mandatory cyber awareness training and
Group-wide continuous cyber education
programme
•
Monthly reporting to the ELT; quarterly
reporting to the Audit, Risk & Ethics
Committee and the Board, with an
annual review by the Audit, Risk & Ethics
Committee
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
97
Governance
Financial statements
Contracting risk
B
V
Risk profile
Weaknesses in the contract bidding and
award process, inappropriate pricing,
misalignment of contract terms, challenging
client behaviour, or failure to comply
with contractual conditions could lead to
reputational damage, and/or poor financial
performance.
The increased risk is due to the size and
scale of new contract wins in 2025.
Failure to retain and
attract critical staff
B
Risk profile
Problems in attracting and retaining critical
staff could lead to insuf
ficient capability and
leadership to meet our strategic objectives,
and not being seen as an employer of choice.
The increased risk is related to the
uncertainty caused by the Independent
Review, Wood’s shares being suspended, the
refinancing and the Acquisition.
Project execution
B
V
Risk profile
Failure to successfully execute projects
safely and to expected quality, on time
and within budget.
Principal risks and uncertainties
continued
Mitigation, monitoring and assurance
• End-to-end recruitment platform across
Wood, to optimise internal and external
recruitment activities, and ensure the
right person, right place, right time
• Critical Position Resourcing reviews
used at business unit level to highlight
key vacancies and establish pipelines for
future demand
•
Succession planning in place for
management and leadership positions
with development plans in place for
identified successors
• Employee engagement survey 2024
eNPS score in top quartile benchmark
for energy and utilities industry, resulting
from continued follow-up to employee
feedback
•
Continued focus from leadership on
specific areas o
f retention concern
• Introduction of high-performance
leadership framework to recognise and
reward top performers
Mitigation, monitoring and assurance
• Contracting policy and associated
approvals process
• Tender governance process including
Group Tender Review Committee
•
Quarterly Business Reviews of the
business units and Top 10 Projects
(including key opportunities), chaired
by the CEO and attended by the CFO
and business unit Executive Presidents,
including focus on lump sum contracts
• Pre-Contract Commercial Assessment
providing additional controls over the
pursuit of high-risk contracts, irrespective
of contract value
Mitigation, monitoring and assurance
• Start-up, project management, technical
and resourcing execution plans for key
projects supported by monitoring and
reporting
•
Discrete projects team assists in start-
up phase of key projects and embeds
learnings from previous projects
• Tender governance processes including
Tender Review Committee at Group
level and business unit level, in line with
established Delegation of Authority
• Financial Management Framework in
place to ensure disciplined contract
compliance, including variation orders and
contractual requirements, at all phases of
the project
• Quarterly Business Reviews of business
units and Quarterly Project Governance
Review of Top 10 Projects, chaired by
the CEO and attended by the CFO and
business unit Executive Presidents
•
Technical functions in each of the BUs
supporting consistent project delivery
through focus on common operating
model, standardised delivery applications
and project management academy
• Commercial Handover policy provides
a mechanism that ensures all risks
(execution, commercial and contractual)
and mitigations identified during the
tendering process are understood and
managed appropriately during project
execution
Commercial and Operations
Approval of the Strategic report
This Strategic report set out on pages 01 to 98 was approved by the
Board on 30 October 2025 and has been signed by the Interim CFO
on behalf of the Board.
Iain Torrens
Interim CFO and CEO designate
John Wood Group PLC
Annual Report and Financial Statements 2024
98
Governance at a glance
The UK Corporate Governance Code 2018:
How we comply
The long-term success of our Group is anchored in our
commitment to high standards of corporate governance.
In a year marked by challenges, we have fallen short of this
commitment; the Board has however remained focused on
strengthening governance as a foundation for recovery. The
Board continues to shape its approach through the application
of the UK Corporate Governance Code 2018 (the 2018
Governance Code).
The Board reviews its governance procedures to maintain
proper control and accountability. Proper control,
accountability and compliance with the 2018 Governance Code
flow through the Group as a whole and the directors consider
that the Group has fully complied with the provisions of the
2018 Governance Code throughout 2024.
We note the publication of the UK Corporate Governance Code
2024 (the 2024 Governance Code) which will begin to apply to
Wood from 1 January 2025. The Group is undertaking robust
action to implement the changes in the 2024 Governance
Code, in order to ensure our continued commitment to
meaningful governance.
Our Board is committed to maintaining transparency in
its reporting. The table below details where in this report
information can be found on how we have applied the
principles of the 2018 Governance Code throughout the year.
The complete text of the 2018 Governance Code can be found
on the Financial Reporting Council’s website (www.frc.org.uk).
The Board has applied the 2018 Governance Code Principles (A
to R) as follows:
1.
Board Leadership and Company Purpose
A.
An effective Board
109
B.
Purpose, values and culture
108
C.
Governance framework and Board resources
105 to 107
D.
Stakeholder engagement
45 to 53
E.
Workforce policies and practices
109
2.
Division of Responsibilities
F.
Board roles
109
G. Independence
110
H.
External commitments and conflicts o
f interest
110
I.
Key activities of the Board
107
3.
Composition, Succession and Evaluation
J.
Appointments to the Board
110
K.
Board skills, experience and knowledge
102 to 103
L.
Annual Board evaluation
111
4.
Audit, Risk and Internal Control
M.
Financial reporting and External auditors and
internal audit
116 to 121
N.
Fair, balanced and understandable
120 to 121
O.
Risk management and internal control
90
5.
Remuneration
P.
Linking remuneration with purpose and strategy
128
Q.
Changes to policy and summary of process
128
R.
Strategic targets and performance outcomes
129 to 132
7
Additional Board
meetings held in 2024
15
Board composition as at 31 December 2024*
Length of tenure
0-3 years
3-6 years
6+ years
Independent
non-executive directors
Executive directors
Chair
Board balance
Gender diversity
Male
Female
Ethnic diversity
White
Ethnically diverse
UK
US
Other
Nationality
Prefer not to say
Prefer not to say
Scheduled Board
meetings held in 2024
Prefer not to say
7
2
1
4
5
1
50%
40%
10%
70%
20%
10%
5
2
1
2
*Changes to the Board composition since 31 December 2024
are disclosed on pages 102-103
Overall
attendance
99%
Overall
attendance
87%
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
99
Governance
Financial statements
Dear Shareholder
Welcome to the Governance section of
our 2024 Annual Report and Financial
Statements.
As highlighted in my Chair’s Statement
on pages 6 to 7, this has been an
incredibly challenging period for Wood,
and a painful one for our shareholders.
Further information on the issues
faced during the year, along with an
explanation for the delay in publication
of the 2024 Annual Report and Financial
Statements and the subsequent share
suspension can be found within my
Chair’s Statement.
The Board’s focus during 2024 and
so far in 2025 has primarily been the
Independent Review, the remediation
plan, the consideration of re
financing
options and the potential acquisition of
the entire issued share capital of Wood
by Sidara. Considerable time and effort
has been spent by the Board to address
the issues faced and put steps in place
to provide stability for the business and
deliver the best possible value for our
shareholders.
Independent Review
As highlighted in my Chair’s Statement
on page 6, we commissioned Deloitte
LLP to conduct the Independent Review,
with additional work by our external
counsel. The Independent Review
focused on reported positions in Projects,
accounting, governance and controls.
We published the headline findings
of the Independent Review in March
2025, including the expectation that
there would not be any material impact
directly from the Independent Review on
the Group’s ability to generate cash in
the future.
However, as a result of the Independent
Review, we identified material
weaknesses and failures in the Group’s
financial culture within Projects and
engagement between Group Finance
and Projects. This included inappropriate
management pressure and override to
maintain previously reported positions,
including through unsupported
dispensations, and over-optimism and/or
lack of evidence in respect of accounting
judgements. The cultural failings appear
to have led to instances of information
being inappropriately withheld from, and
unreliable information being provided to,
our auditors.
Letter from the Chair of the Board
It has also led to new judgements on the
most appropriate accounting standard
to be used, in some cases based on
the facts and circumstances identi
fied
by the Independent Review. Together,
these have led to a number of prior year
adjustments to the Group’s income
statement and balance sheet. Further
details of the Independent Review can
be found in the Audit, Risk and Ethics
Committee section.
The Independent Review identified
important and dif
ficult findings that the
Board has taken very seriously, including
a failure of governance and oversight
at many levels. Since the Independent
Review, the Board has committed
significant time and e
ffort to ensure that
we take actions to substantially improve
our financial culture, governance and
controls and has implemented a detailed
remediation plan. Further details of the
remediation actions we have taken are
covered in detail in the Financial review.
Sidara acquisition
In April 2024, we received an approach
from Sidara in relation to a possible offer
for Wood. After signi
ficant engagement
with both Sidara and our shareholders, we
provided access to due diligence to see if a
firm o
ffer could be made at 230 pence per
share. In August 2024, Sidara announced
that it did not intend to make a firm o
ffer
for Wood, citing rising geopolitical risks
and financial market uncertainty.
In February 2025, we received a new
approach from Sidara that was followed
in April 2025 by a holistic non-binding
conditional proposal, comprising a
possible offer of 35 pence per share,
together with a possible capital injection
of $450 million. This offer was reduced to
30 pence per share in August 2025 when
Sidara had completed its due diligence
and made a formal offer for Wood.
The transaction is conditional upon,
among other things, the audit opinion
on these financial statements not being
the subject of any modi
fied opinion in
relation to the FY24 balance sheet.
In parallel, the Board, together with
our financial advisers, explored a
range of alternative re
financing and
recapitalisation options with a view to
providing Wood with an appropriate and
sustainable long-term capital structure.
Having carefully considered the viability
of these options, the Board believes that
the Sidara offer represents the best
option available to our shareholders,
lenders and wider stakeholders. The
Acquisition provides certain cash value
for Wood shareholders at 30 pence per
share compared to alternative options
that the Board believes would likely
generate materially less, and potentially
zero, value for shareholders.
Roy A Franklin
Chair
John Wood Group PLC
Annual Report and Financial Statements 2024
100
Importantly, the Acquisition also provides
a capital injection of $450 million, of
which $250 million will be available to
Wood from the point at which (among
other things) Wood shareholders approve
the acquisition until October 2028,
irrespective of receipt of regulatory
approvals. The Acquisition also enables
the amendment and extension of our
existing committed debt facilities as
discussed above. This incremental capital
is essential to fund the business over the
longer term.
Board Changes
We continue to assess the size and
composition of the Board to ensure we
have the right balance of skills to meet
our requirements.
During 2024, in addition to the
appointment of David Lockwood as a
non-executive director in March 2024,
which was detailed in the 2023 Annual
Report and Financial Statements,
Catherine Michel was appointed to
the Board as a non-executive director.
Catherine was appointed to the Board in
May 2024. Further details on Catherine’s
appointment and induction can be found
on page 113.
In April 2024, Arvind Balan joined as
Chief Financial Of
ficer (CFO)
following
the retirement of David Kemp. Arvind
resigned in February 2025 and was
replaced later that month by Iain Torrens
as Interim Chief Financial Of
ficer. Iain
has been instrumental in driving the
necessary change in our finance team
and has brought significant relevant
experience to the financial challenges we
face.
It was also announced in May 2025
that Sue Steele, David Lockwood and
Catherine Michel had decided not
to stand for re-election as directors,
and they resigned from the Board
with effect from the conclusion of the
2025 AGM held on 18 June 2025. In
the case of David and Catherine, the
decision was reached mutually with the
Company on the basis of each party’s
legal advice in light of the exceptional
time commitment demanded by the
Company’s current position and, in the
case of Sue, her decision was due to
retirement. On behalf of the Board,
I would like to share my appreciation
to Sue, David and Catherine for
their immense contribution to Wood.
Following an assessment of the size,
composition and balance of skills of the
Board, Paul O’Donnell was appointed as
a non-executive director in July 2025.
In June 2025, we announced that I
would step down from the Board
as soon as there was greater clarity
regarding Wood’s future direction. The
publication and approval of the 2024
Annual Report and Financial Statements
and the upcoming shareholder vote
on the Sidara transaction brings this
clarity and, as such, I will step down
following the shareholder meeting at
which these accounts are laid before our
shareholders.
In October 2025, we announced that
Ken will step down as CEO after the
upcoming shareholder vote on the Sidara
transaction and, on behalf of the Board,
I would like to wish Ken all the best for
the future. I am pleased that Iain Torrens
will take over as our new CEO. Iain has
demonstrated experience, leadership
and decisiveness to guide the business
through a very challenging period
since he joined earlier in the year and is
well-placed to lead Wood into its next
chapter.
Safety
The safety and wellbeing of our people
is Wood’s priority and a primary
measure of successful delivery. I
am therefore pleased to report a
significant improvement in Wood’s
safety performance during 2024 with a
decrease across all safety metrics. Whilst
we are encouraged by the performance
and the safety culture within Wood, we
are wary of complacency and the Board,
the Safety & Sustainability Committee
and the ELT continue to make it an
ongoing focus for 2025.
We have continued to mature our
Fatality and Permanent Impairment
(FPI) approach and that, combined with
our ‘Make it Home’ cultural strategy
aimed at employee ‘hearts and minds’
engagement and our increased focus on
leadership engagement, has delivered
our 2024 Safety performance. The Board
will continue to monitor, challenge, and
analyse Wood’s safety performance.
Sustainability
The Board has accountability for
sustainability matters. Although certain
responsibilities are delegated to the
Safety & Sustainability Committee, I,
along with the CEO and the majority of
the non-executive directors, attended all
the Safety & Sustainability Committee
meetings during 2024. This approach
reflects the importance o
f sustainability
matters and the Board’s commitment to
overseeing them.
Through attendance at the Committee
meetings, the Board oversaw key
developments related to Wood’s
sustainability approach.
The Board continued its ongoing
monitoring and reviewing of progress
towards Wood’s sustainability targets,
including performance against carbon
emission targets, and also gave
consideration to the existing climate-
related targets in the Long-term
Incentive Plan.
To ensure Wood’s approach evolves
and matures in line with the evolving
regulatory landscape and the developing
expectations of its diverse stakeholders,
the Board was consulted throughout
the year on regulatory developments
and advised on Wood’s preparation in
response. Feedback from stakeholder
engagements was also received and
considered.
Stakeholder Engagement
We continued to prioritise our
engagement with stakeholders,
recognising the unique relationship each
group has with the Company. The Board
played a crucial role in ensuring effective
communication and engagement with
these groups.
Further information on how we, as
a Board, have ful
filled our duties to
our stakeholders under s172 of the
Companies Act 2006 can be found within
the strategic report on page 44. Details
of how the Board engaged with our
various stakeholder groups throughout
2024, and how their views and input have
informed the Board’s decision-making,
can be found on pages 45 to 53.
We remain committed to maintaining
strong relationships with all of our
stakeholders, and the Board will continue
to play an active role in facilitating this
engagement.
Looking ahead
We are now focused on improving the
execution of the Company’s strategy
for our clients and employees, while
delivering an outcome that delivers the
best possible value for our shareholders.
I would like to end by thanking Wood’s
employees and clients for the continued
support they have given us during this
very dif
ficult time and, on behal
f of the
Board and the Company, I thank all of
our shareholders for your patience.
Roy A Franklin
Chair
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
101
Governance
Financial statements
Appointed:
2025
Key skills and contribution to the Company
Iain Torrens joined Wood as Interim Chief
Financial Of
ficer in February 2025.
It was announced in October 2025 that
Iain would replace Ken Gilmartin as CEO
after the shareholder vote on the Sidara
transaction.
Experience
Iain is a highly-experienced executive having
served as Executive Director and Group
CFO at several publicly-listed companies
including TalkTalk Group plc and ICAP plc.
Most recently, he was Chairman and non-
executive director of Praxis Group Ltd. Over
his 30-year career, he has accumulated
significant leadership experience in
refinancing, financial reporting, risk
management, audit and compliance.
Iain is a Fellow of Chartered Accountants
Ireland and holds a BSc in Economics
(Banking & Finance) from Cardiff Business
School and a Postgraduate diploma in
Administration and Legal Studies from the
University of Ulster.
Appointed:
2017
Chair since September 2019
Key skills and contribution to the Company
Roy brings to the Board more than 50 years’
experience in the Oil and Gas industry,
including strong strategic and operational
expertise and extensive experience in
chairing boards of listed companies. Such
combined knowledge enables him to steer
the Board’s focus, promoting open and
productive debate, and contributes to the
Board’s practical understanding of good
governance. He has an outstanding track
record and has demonstrated consistent
and valuable leadership.
Experience
Roy initially spent 18 years at BP, latterly as
head of M&A, BP Exploration, after which
he was group MD of Clyde Petroleum and
then CEO of Paladin Resources until its
acquisition by Talisman Energy. Roy has
served on a number of international energy
boards including Equinor ASA (as Deputy
Chair), Santos Ltd, OMV, Energean plc
and Premier Oil (as Chair) as well as Amec
Foster Wheeler until its acquisition by the
Company in October 2017.
External appointments
Director of Kosmos Energy Ltd.
Appointed:
2022
Key skills and contribution to the Company
Ken was appointed as CEO in July 2022,
having joined the Company in September
2021 in the role of Chief Operating Of
ficer.
It was announced in October 2025 that Ken
would step down as CEO and as a Director
of the Board after the shareholder vote
on the Sidara transaction. Ken brings a
wealth of industry experience and strategic
leadership to Wood and is focused on
delivering the Company’s strategic priorities
of driving pro
fitable and sustainable
growth, ensuring performance excellence
and creating an inspired culture.
Experience
Ken began his professional career over 25
years ago in civil engineering with Deutsche
Bahn. Prior to joining Wood, Ken spent 15
years at Jacobs where he held a variety of
operational and project leadership roles
including Executive Vice President of the
People & Places solutions business where he
held operational responsibility for more than
half of Jacobs’ overall business portfolio.
Throughout his career Ken has worked
internationally including leading the delivery
of major programmes across multiple
sectors in Europe, Asia, North America, and
the Middle East region.
Roy A
Franklin
OBE
Chair and
Non-Executive
Director
Ken
Gilmartin
Chief Executive
Of
ficer (CEO)
Iain
Torrens
Interim CFO and
CEO designate
John Wood Group PLC
Annual Report and Financial Statements 2024
102
Appointed:
2019
Key skills and contribution to the Company
Adrian has a wealth of
financial expertise
in large multinational companies. He has a
proven track record in financial, strategic
and commercial roles and brings substantial
audit, risk and audit committee expertise to
the Board.
Experience
Adrian retired as Group Finance Director
of DS Smith plc in June 2023. He was
previously Head of Tax, Treasury and
Corporate Finance at Tesco plc and has
also held divisional CFO positions at both
AstraZeneca PLC and Pilkington plc.
Adrian is a Fellow of the Association of
Corporate Treasurers.
External appointments
Independent non-executive director and
Chair of Risk and Audit Committee of Co-
operative Group Ltd.
Adrian
Marsh
Independent
Non-Executive
Director
A
N
Appointed:
2020
Key skills and contribution to the Company
Nigel has extensive financial, commercial
and investor relations skills, having advised
some of the UK’s largest companies across
a broad range of end markets. His strong
strategic financial experience ensures he
is well-equipped to provide sound advice
together with independent challenge to
the Board. His contribution strengthens
the Board’s discussions and is invaluable as
Wood strives for improved performance.
Experience
Nigel’s executive career was in investment
banking, as Chair of Corporate Broking at
Citi and CEO at Hoare Govett. He retired as
Senior Independent Director of Persimmon
plc in May 2025.
External appointments
Senior Independent Director of Greggs plc.
N
A
R
S
Nigel
Mills
Senior Independent
Director
Board of Directors
N
N
Appointed:
2021
Key skills and contribution to the Company
Brenda is an engineer with broad
business leadership experience. She
brings considerable global engineering
and operational capability from multiple
industries to the Board, together with
valuable independent advice.
Experience
Brenda was previously a non-executive
director of Meggitt Aerospace plc and a
member of the Board of Hermetic Solutions
Group.
Brenda has a Bachelor of Science in electrical
engineering from Ohio Northern University.
External appointments
Chair of Federal Signal Corporation and
Director of Moog, Inc.
R
Brenda
Reichelderfer
Independent
Non-Executive
Director
Former directors who served
during the financial year
David Kemp
Chief Financial Of
ficer
Appointed:
2015
Resigned:
April 2024
Jacqueline Ferguson
Non-Executive Director
Appointed:
2016
Resigned:
May 2024
Arvind Balan
Chief Financial Of
ficer
Appointed:
2024
Resigned:
February 2025
Susan Steele
Non-Executive Director
Appointed:
2021
Resigned:
June 2025
David Lockwood OBE
Non-Executive Director
Appointed:
2024
Resigned:
June 2025
Catherine Michel
Non-Executive Director
Appointed:
2024
Resigned:
June 2025
Appointed:
2020
Key skills and contribution to the Company
Birgitte brings extensive global leadership in
engineering and consulting within the energy
sector. She enhances the Board’s expertise
in ESG and climate change and adds value
with her knowledge of energy economics,
regulation, and green technologies as Wood
drives growth in energy transition markets.
Experience
Birgitte previously held the positions of
Head of Projects and Engineering with
Maersk FPSO’s and Business Unit Head of
Industry and Energy at COWI. Her role at
Danske Invest, highlights her experience
in sustainability in connection with the
Sustainable Finance Disclosure Regulation.
Birgitte has a Master of Economics and
Finance from the University of Copenhagen.
External appointments
Chair of Milton Huse A/S, RUM A/S and
DELPRO A/S and DELPRO WIND A/S;
Deputy Chair of DEIF A/S and the Danske
Invest Funds (a single board appointment
with oversight of three funds, two of which
are publicly listed). Birgitte is a board
member of Hovedstadens Letbane I/S and
Head of Audit of Metroselskabet I/S.
S
Safety & Sustainability
N
Nomination
R
Remuneration
A
Audit, Risk & Ethics
Chair
Key to Committee membership
Birgitte
Brinch Madsen
Independent
Non-Executive
Director
N
A
R
S
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
103
Governance
Financial statements
Appointed:
2025
Key skills and contribution to the Company
Paul brings over 25 years of experience in
M&A and business transformation. A Fellow
of Chartered Accountants Ireland, his
extensive corporate finance and board-level
experience broadens the range of expertise
and perspectives on Wood’s Board.
Experience
Paul has a Bachelor of Commerce degree
from the National University of Ireland,
Galway, and a Master of Accounting
degree from University College Dublin.
He was previously a managing director at
Blackstone Advisory Partners and qualified
as a Chartered Accountant at PwC.
External appointments
Non-Executive Director of EnerMech, Kemble
Water Holdings, The Very Group, TalkTalk
and PXGEO. Member of the Supervisory
Board of Vroon.
Paul
O’Donnell
Independent
Non-Executive
Director
A
N
Iain
Torrens
Interim CFO and
CEO designate
Executive Leadership Team
Executive Leadership Team
The ELT operates under the authority
of, and reports directly to, the CEO and
comprises the CEO, CFO, the Executive
Presidents of our business units
(Consulting, Projects and Operations),
and the executive leaders of our two
Group functions, Human Resources
(HR) and Legal, Contracts, Ethics and
Compliance (LCEC).
The ELT supports the CEO with the
development and implementation
of Group strategy and with the
management of the business operations
of the Group.
Find out more about the ELT at:
woodplc.com/leaders
ELT changes during 2024
There were a number of changes to our
ELT during 2024. As disclosed in the 2023
Annual Report and Financial Statements,
Arvind Balan was appointed Chief
Financial Of
ficer in April 2024
following
the announcement of David Kemp’s
retirement.
In January 2024, Lesley Birse retired
from her role as Executive President,
Human Resources and was replaced by
Marla Storm as Chief Human Resources
Of
ficer. In addition, Martin McIntyre
retired as Group General Counsel and
was replaced by Michael Rasmuson.
Martin McIntyre remained in his role
as Company Secretary until June 2024
and Michael Rasmuson was appointed
as Company Secretary with effect
from July 2024. In December 2024,
Michael Rasmuson resigned as Company
Secretary and John Habgood, Wood’s
Chief Ethics and Compliance Of
ficer, was
appointed as Company Secretary.
In March 2024, Mike Collins, Executive
President of Business Sustainability &
Assurance stepped down and Jennifer
Richmond assumed responsibility for
the function in addition to her existing
responsibilities and was appointed Chief
Strategy Of
ficer in April 2024.
Ken
Gilmartin
Chief
Executive
Of
ficer (CEO)
Steve
Nicol
Executive
President,
Operations
Nick
Shorten
Executive
President,
Consulting &
Projects
ELT changes during 2025
In February 2025, it was announced
that Arvind Balan had resigned as Chief
Financial Of
ficer and Iain Torrens was
appointed as Interim Chief Financial
Of
ficer with e
ffect from February 2025.
In April 2025, Craig Shanaghey resigned
from his role as Executive President
of the Projects business unit and was
replaced by Nick Shorten with effect
from June 2025.
In August 2025, we announced that
Marla Storm, Chief Human Resources
Of
ficer had resigned and was replaced
by Catherine Liebnitz with effect from
August 2025. In addition, Michael
Rasmuson, Group General Counsel had
resigned, and John Habgood assumed
leadership of the LCEC function as
Group General Counsel with effect from
August 2025. It was also announced
that Jennifer Richmond had decided
to step down from her role as Chief
Strategy Of
ficer. The
functions within
the Strategy group have been assigned
to new reporting lines across the ELT.
In October 2025, we announced
that after 14 years at Wood, Azad
Hessamodini, Executive President of
Consulting, decided to leave to pursue
other opportunities. Dan Carter will
now lead Consulting, and will report to
Nick Shorten, Executive President of
Consulting & Projects .
In October 2025, Ken Gilmartin
announced an intention to step down
following the shareholder meeting
to approve the Sidara transaction in
November. Iain Torrens, currently Interim
CFO, has been appointed to succeed Ken.
A process is underway to identify a new
CFO for the Group.
Catherine
Liebnitz
Chief
Human Resources
Of
ficer
John
Habgood
Group General
Counsel and
Company
Secretary
John Wood Group PLC
Annual Report and Financial Statements 2024
104
Board Committees
The Board has delegated some of its responsibilities to its four main Board Committees. The structure of the Board Committees is
subject to ongoing review to ensure the highest standards of governance. The work of these Committees is supported by members
of the ELT and other senior management.
Additional Board Committees
Safety & Sustainability
Committee
Appointed by the
Board to oversee the
Group’s management of
Health, Safety, Security,
Environment (HSSE) &
Sustainability, consistent
with the Group’s values,
purpose and strategy.
Nomination Committee
Leads the process for Board
appointments, ensuring
formal, rigorous and
transparent procedures and
making recommendations
to the Board to ensure
plans are in place for an
orderly succession to both
the Board and senior
management positions, and
oversees the development
of a diverse pipeline for
succession.
Audit, Risk & Ethics
Committee
Responsible for various
aspects of the Group’s
financial controls, financial
reporting and external
audit; the Group’s Audit
& Risk function including
operational audit; the
Group’s risk management
controls and processes; and
the Group’s management
of its Ethics and
Compliance programme.
Remuneration
Committee
Oversees and is
responsible for various
aspects of remuneration
and benefits o
f the
Chair, executive directors,
members of the ELT and
the Company Secretary.
Governance Framework
Our governance framework comprises the Company’s articles of association, delegated authorities, Committee charters, and
matters reserved for the Board. Together, these elements establish robust controls that promote the success of the Company
for the bene
fit o
f its stakeholders as a whole. The Board recognises that effective corporate governance is crucial for operating
the business ethically and creating value for our stakeholders, and that the
findings o
f the Independent Review highlight the need
for further improvement in that respect. The Board is committed to such improvement in corporate governance as part of the
Remediation Plan. More information on the division of responsibilities is set out on page 109.
The Board of Directors
The Board is collectively responsible for the governance of the Company on behalf of shareholders and is accountable to them
for the long-term success of the Group. The Board focuses its time and energy on strategy, succession planning, signi
ficant
acquisitions and divestments, the annual budget and performance against it, monitoring and assessment of culture, monitoring
the performance of the management team, and risk management, speci
fically
focusing on principal risks and the overall system of
internal control (in particular in light of the Independent Review). The Company Secretary provides advice and support to the Board.
Disclosure Committee
The Disclosure Committee ensures timely and accurate
disclosure of all information required to meet the legal and
regulatory obligations and requirements arising from the
Company’s listing on the London Stock Exchange.
During 2024, the Disclosure Committee met to consider,
amongst other matters, potential disclosure requirements
relating to disposals by the Group and the response to the
unsolicited and conditional proposals received from Dar
Al-Handasah Consultants Shair and Partners Holdings
Ltd (Sidara) to acquire the entire issued and to be issued
ordinary share capital of Wood.
The Committee comprises the CEO, CFO and the Company
Secretary.
Standing Business Committee
The Standing Business Committee approves new or
ongoing transactions that the Company requires to enter
into on a day-to-day basis. The Committee has and may
exercise all the powers of the Board, except as may be
prohibited by law, with respect to all matters referred to in
the Committee’s Charter.
The Committee comprises the Chair, CEO and CFO, plus
such other persons as the Committee may co-opt from
time to time for the purpose of assisting with all or part
only of any business within the Committee’s remit.
The Chief Executive Of
ficer and the Executive Leadership Team
The CEO is responsible for running the business of the Group in close collaboration with the ELT.
Read more on pages
124 and 125
Read more on pages
112 to 115
Read more on pages
116 to 121
Read more on pages
126 to 146
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
105
Governance
Financial statements
certain matters outside of the normal
schedule of meetings, such as the approach
from Sidara and the Independent Review
conducted by Deloitte LLP.
In December 2024, the Board initiated
a project which focused on Wood’s
refinancing options. Following the
announcement of the Independent
Review and the subsequent share price
decline, the Board commenced ongoing
weekly ad-hoc project meetings to
address the evolving circumstances and
to ensure timely discussion.
The Chair, CEO and Company Secretary
meet in advance of each Board meeting
to discuss and agree on the agenda
for the next meeting, as well as discuss
progress made on actions arising from
the previous meeting. Board meeting
agendas are aligned with the Board’s
annual programme. Following the Chair,
CEO and Company Secretary’s discussion,
any additional topics are added to the
relevant Board meeting agendas.
The following are covered as standing
agenda items:
• Review of Governance and reports
from each of the four principal
Committees, and the CEO report
• Operations updates and functional
updates from HR, Strategy, Legal,
Contracts, Ethics & Compliance and
Finance & Administration
The Board also receives presentations
from management and discusses other
matters.
Additional Board Committees
The Board established an Investigation
Oversight Committee, consisting of the
Chair of the Board, Nigel Mills, Adrian
Marsh and Birgitte Brinch Madsen,
following the decision to commission
Deloitte LLP to conduct an Independent
Review. All other non-executive directors
were invited to attend the meetings.
Additional ad hoc Committees of
the Board met during 2024, including
the Defence Committee, to assist
the Board in its responsibilities by
reviewing, monitoring and supporting
the Company’s response to a potential
acquisition by Sidara, and in respect of
the Independent Review and the Board’s
consideration of potential re
financing
options.
In 2025, the Board established the
Transaction Committee, chaired by Paul
O’Donnell. The Transaction Committee’s
responsibilities include: to oversee the
negotiation and implementation of the
proposed amendment and extension of
the Company’s committed debt facilities;
if applicable, to oversee the development,
negotiation and implementation of
an alternative recapitalisation plan;
to oversee the Company’s disposal
programme; to monitor the progress
of the possible acquisition by Sidara
and to support the transition, following
the acquisition of Wood by Sidara, if
successful.
Our Board is composed of highly
skilled individuals who bring a
range of skills and corporate
experience to the boardroom
(see pages 102 to 103).
The role of the Board is to lead and direct
the Group, to promote its long-term
sustainable success, generate value for
shareholders and contribute to wider
society.
The Board has a structured calendar for
the year ensuring all relevant matters are
considered and utilises its four principal
Committees to ensure suf
ficient time
is allowed for discussion. At each Board
meeting, suf
ficient time is set aside
for
the Committee chairs to report on the
contents of their discussions, put forward
any recommendations to the Board
which require approval and the actions
taken. Board members are encouraged
to attend all Committee meetings.
Further information on the activities of
the principal Committees can be found
on page 105.
The Board typically schedules four
in-person meetings and three calls
throughout the year. During 2024, seven
scheduled Board meetings took place:
five ‘in-person’ Board meetings (
four
held in the UK and one held in the US
(Houston)) and two Board calls (all held
via video conference).
A significant number o
f additional
meetings, as detailed in the table below,
were held during the year to deal with
Board and Committee attendance 2024*
Board
(scheduled)
Board
(additional)
Safety & Sustainability
Committee
Nomination
Committee
Audit, Risk & Ethics
Committee
Remuneration
Committee
Roy A Franklin
7/7
15/15
-
6/6
-
-
Ken Gilmartin
7/7
11/15
-
-
-
-
Arvind Balan¹
5/5
5/5
-
-
-
-
David Kemp
2
2/2
3/3
-
-
-
-
Nigel Mills
7/7
13/15
2/2
6/6
9/9
10/10
Birgitte Brinch Madsen
7/7
15/15
2/2
6/6
3/5
4/5
Susan Steele 3
7/7
13/15
4/4
6/6
3/4
-
Adrian Marsh
7/7
12/15
2/2
6/6
9/9
-
Brenda Reichelderfer
7/7
14/15
-
6/6
-
10/10
David Lockwood 3
5/6
9/14
2/2
2/2
-
-
Catherine Michel 3
4/4
10/11
2/2
1/1
-
4/5
Jacqui Ferguson 4
3/3
3/4
-
5/5
4/4
5/5
1. Arvind Balan resigned from the Board with effect from 19 February 2025.
2. David Kemp resigned from the Board with effect from 14 April 2024.
3. Susan Steele, David Lockwood and Catherine Michel resigned from the Board with effect from the conclusion of the 2025 AGM held on 18 June 2025.
4. Jacqui Ferguson resigned from the Board with effect from 9 May 2024.
* Attendance at Board and Committee meetings is noted as the number of meetings attended out of the maximum number of meetings possible for that director to
attend, so accounting for appointments and resignations part way through the year. As noted above, a number of additional meetings were arranged during the year at
short notice, and accordingly, in some cases directors were unable to attend; the relevant directors discussed their view with the Chair ahead of the relevant meetings.
Read the Charters of the
Board’s Committees at:
woodplc.com/charters
Board and Committee attendance 2024
Attendance by directors at the meetings of the Board and its Committees is summarised in the table
below. The dates of future Board meetings have been agreed until the end of 2026. Data is based on
meetings from 1 January to 31 December 2024 and shows 93% attendance by all members.
John Wood Group PLC
Annual Report and Financial Statements 2024
106
Activities of the Board
Safety & Sustainability
Strategy
Board engagement with
shareholders and other
stakeholders
Finance
People & Succession Planning
Governance
• Review of safety-related metrics and
received updates on the maturity of
Wood’s FPI prevention programme
to support our pursuit of safety in
performance excellence
• Approval of the Modern Slavery and
Human Traf
ficking 2024 Statement
• Updates were received at each
meeting on the activities of the Safety
& Sustainability Committee
• Received updates on the progress
against the Company’s sustainability
targets
• Progress with implementation of the
strategy throughout the year
• Regular review of the Company’s
strategic KPIs
• Review of business portfolio
optimisation and divestment activity,
including the sale of EthosEnergy and
CEC Controls
• Monitored the progression of the
Simplification programme against key
milestones
• Regular updates with advisers on the
proposals from Sidara and potential
refinancing options
for the Company
• Review of the Company’s various
initiatives on Diversity & Inclusion
• Updates were received from the
Nomination Committee and
approval of non-executive director
appointments
• Review of succession plans in place
for the Board, ELT and other senior
management positions in the Group
• The Board received regular updates
from the Chief Human Resources
Of
ficer on employee engagement
• Director independence – each non-
executive director is considered
independent
• Defence Planning Update with the
Company’s advisers
• Commissioned Deloitte LLP to
undertake an Independent Review
and received updates on the progress.
Further information on pages 122 - 123
• Review of the Matters Reserved to
the Board policy, Committee charters,
and roles and responsibilities of the
directors
• Review of the directors’ external
appointments and conflicts o
f interest
register
• Regular review of the Company’s
principal and emerging risks
Key Board activities
• Updates were received at each
meeting from the CFO, including
reports of progress against forecasts
• Review of preliminary results
statement, Annual Report and
Financial Statements, half-year results
and trading updates
• Review of debt and cash performance,
including progress against target
leverage policy
• Updates were received at each
meeting on the activities of the Audit,
Risk & Ethics Committee
• Regular review of
financial position and
potential refinancing options
for the
Company
• Extensive engagement with
shareholders in respect of the
proposals from Sidara
• Bi-annual presentation to lenders by
the CEO and the CFO
• Regular reports received from the CFO
on Investor Relations (IR) activities,
including investor feedback and
analysis provided by our brokers
• The Chair, Senior Independent Director
and the Chair of the Remuneration
Committee make themselves available
to meet with key shareholders
• Extensive engagement with
shareholders and lenders in respect of
the Independent Review and potential
refinancing options
The principal areas of Board focus during 2024 and stakeholder groups considered, are outlined below:
Key to Stakeholder groups
Employees
Investors & Lenders
Community
Clients
Environmental stakeholders
Suppliers
Retirement plans: current and
deferred workforce and pensioners
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
107
Governance
Financial statements
The Board oversees, experiences,
assesses and monitors the
Company’s culture, values and
purpose, seeking to ensure
benefit
for all stakeholders.
Defining our culture
Building and protecting the right culture
is intrinsic to the overall success of the
Company. As referenced in the strategic
report, Wood’s inspired culture is defined
as:
• Ensuring the safety and wellbeing of
our people
• Promoting empowerment and
accountability for successful outcomes
• Setting a best-in-class standard for
ethics and sustainability
• Embracing diversity and creating an
inclusive workplace
Wood’s culture is underpinned by our
values which epitomise an unwavering
commitment to what we believe in and
how we behave. The outcome of the
Independent Review has tested that
culture and the Board is committed to
rebuilding the culture of the Company
such that it fully re
flects our values. See
page 04 for further details relating to our
values.
Experiencing our culture
The Board is committed to engaging
directly with the Company’s leaders
and employees to satisfy itself that
the culture of the organisation meets
expectations and is aligned with our
purpose, values and strategy.
Throughout the year, the Board actively
engages with, and listens to, employee
groups through a variety of meaningful
in-person and virtual engagements,
including:
• Site visits: Board members undertake
visits to multiple locations, taking
the opportunity to learn more about
our responsibilities and culture which
permeates our teams
• In-person roundtables: when visiting
key hubs, including in the UK and the
US, the Board meets with different
employee groups – such as regional
leaders and graduate/early career
cohorts – to discuss Company strategy,
performance, vision and purpose,
creating an open space for questions
and feedback
• Townhalls: periodically the Board will
attend townhall meetings to observe
employee engagement in action,
gaining an insight into front-line
sentiment, feedback and priorities
• Leadership Listening sessions: the
Board hosts regular virtual Listening
sessions on a range of themes aligned
to our culture and strategy with
a cross-section of employees. The
sessions provide the opportunity for
the Board to listen and engage in a
two-way dialogue format and are open
to all employees to attend. See page
45 for the themes and outcomes of the
2024 Leadership Listening sessions.
These engagements are designed to
provide the Board with valuable insights
into the Company’s culture and the
engagement of our employees who are
delivering complex solutions that are vital
to energy security, energy transition and
the supply of materials.
Assessing and monitoring our
culture
The Board continuously assesses the
culture of the Company through regular
updates at Board and Committee
meetings. This includes several key
metrics reported on a quarterly basis
which measure effectiveness of the
Company culture, in alignment with the
strategy:
• Safety: reducing recordable safety
incidents
• Engagement: improving employee
net promotor score and mitigating
voluntary turnover
• Ethics: maturing anti-bribery and
corruption programme
• Diversity: growing percentage of
females in leadership positions
In addition, through the annual global
employee engagement survey, the Board
has the opportunity to gain insights into
the strengths and areas of opportunity
regarding the employee experience at
Wood.
The Board is satisfied that building an
inspired culture is core to the Company’s
transformation strategy, reinforced
through its decisions and conduct.
Independent Review
As a result of the Independent Review
conducted by Deloitte LLP, Wood
identified material weaknesses and
failures in the Group’s
financial culture
within the Projects business unit and
engagement between Group Finance
and Projects. Further information on
the Independent Review, the Board’s
commitment to improving our culture
and the Company’s focus on culture in
the remediation plan can be found on
pages 122 to 123.
“I appreciated how
interested the ELT/
Board were in Launch
and that they were keen
to hear our opinions.”
Aisling Gilmore
,
Piping Tech Prof I
Bridging the experience gap
Wood’s ELT and Board spent time with Houston-based members of the
Developing Professionals Network (DPN), Launch. During the event, the
senior leaders took time to listen to the group and discuss important
topics including the Wood graduate and early careers experience, strategic
growth and personal development – with the senior cohort driving home
the importance of speaking up and asking questions, to shape a culture of
continuous improvement in the delivery of the early careers programme.
John Wood Group PLC
Annual Report and Financial Statements 2024
108
Purpose, values and culture
An effective Board requires the right mix of skills and experience.
An overview of the skills and experience of each of the directors is
set out on pages 102 to 103.
Board roles
As agreed by the Board and in compliance with the 2018 Governance Code, there is
a clear separation of the roles of the Chair and the CEO.
The Chair is a non-executive director and is responsible for:
•
The leadership of the Board, creating the conditions for overall Board and
individual director effectiveness
• Providing coherent leadership consistent with the Group’s vision and values,
running the Board and setting its agenda, taking full account of all concerns of
Board members, and ensuring there is a clear structure for, and the effective
running of, Board Committees with appropriate terms of reference
• Ensuring effective communication with shareholders and other stakeholders, and
that the members of the Board are made aware of the views of major investors
The CEO is an executive director and is responsible for:
•
Running the business of the Group in close collaboration with the ELT
•
Providing coherent leadership of the Group with the Chair, consistent with the
Group’s vision and values, developing Group objectives and strategy for approval
by the Board, effectively leading the executive directors in the day-to-day running
of the Group’s business and setting out the Group’s culture, values and behaviours
The Senior Independent Director is responsible for:
•
Acting as a sounding board for the Chair and providing support in the delivery of
the Chair’s objectives
• Assisting shareholders who have concerns that have not been resolved through
discussion with the Chair or CEO
•
Leading the evaluation of the Chair on behalf of the other directors
Non-executive directors have responsibility for:
• Bringing constructive, independent challenge and judgement to Board discussion
The Chair and the non-executive directors meet periodically without the executive
directors present
•
Ensuring they are free from any relationships or circumstances which are likely
to affect the independence of their judgement. The Board regularly reviews the
independence of non-executive directors
The Company Secretary is responsible for:
• Advising the Board on all governance matters
• Ensuring information
flows within the Board and its Committees, and between
senior management and the non-executive directors
•
Facilitating the induction of new directors and assisting with the ongoing training
and development needs of Board members as required
• Facilitating an annual review of the effectiveness of the Board, Committees and
individual directors
Workforce policies and practices
The Board and/or ELT review and
approve all key policies and practices
which could impact our workforce and
drive their behaviours. All policies support
the Group’s purpose and reflect our
values, and are published on the Group
intranet.
As a business, we seek to conduct
ourselves with honesty and integrity,
and believe that it is our duty to take
appropriate measures to identify and
remedy any malpractice within or
affecting the Company. Our employees
embrace our high standards of conduct
and are encouraged to speak up if they
witness any behaviour which falls short
of those standards.
Mandatory training programmes
are used to reinforce key ethics and
compliance messages in areas such as
anti-bribery and corruption, and conflicts
of interest. All Board members and
employees are required to notify the
Company as soon as they become aware
of a situation that could give rise to a
conflict or potential conflict o
f interest.
Division of responsibilities
For brief biographies of the directors
see pages 102 to 103
More information on the roles and responsibilities of the
Chair, CEO and Senior Independent Director is available at:
woodplc.com/investors/roles-and-responsibilities
Further details are provided
on page 87 to 88
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
109
Governance
Financial statements
Appointments to the Board
We ensure that appointments to our
Board are made solely on merit, with
the overriding objective of ensuring the
Board maintains the correct balance of
skills, length of service and knowledge
to successfully determine the Group’s
strategy.
Appointments are made based on the
recommendation of the Nomination
Committee with due consideration given
to the benefits o
f diversity, including
gender and ethnic diversity.
The Nomination Committee report
on pages 112 to 115 provides further
information on Board appointments,
succession planning and diversity.
Board composition
The Board comprised ten directors during
2024.
The Board considers any
recommendations made by the
Nomination Committee with regard
to Board composition and proposed
appointments.
Non-executive directors comprised a
majority of the Board (excluding the
Chair) as recommended by the 2018
Governance Code.
Board independence
The Board considers that all of its non-
executive directors were independent in
character and judgement, and that there
were no relationships or circumstances
which are likely to affect, or could appear
to affect, their judgement.
External commitments and
conflicts o
f interest
The Board takes into account other
commitments when considering anyone
for appointment to the Board, to satisfy
itself that the individual can devote
suf
ficient time to the Company and
also to assess any potential conflicts o
f
interest.
Conflicts o
f interest
The Board requires directors to declare
any appointments or other situations
which would amount to a possible
conflict o
f interest, including those
resulting from signi
ficant shareholdings,
and to ensure that the influence o
f third
parties does not compromise or override
independent judgement. The Board has
procedures in place to deal with and, if
necessary, approve any such conflicts.
At the start of any Board or Committee
meeting, directors are required to declare
any conflicts arising
from agenda items
scheduled for that particular meeting
and not to take part in any discussion of
that particular item.
Board re-election
All Board directors are required to offer
themselves for re-election at the AGM
of the Company. Any director appointed
after the AGM must stand for election
by shareholders at the next AGM.
As required by the 2018 Governance
Code, the papers accompanying the
resolutions proposing their election or
re-election set out specific reasons why
their contribution is, and continues to be,
important to the Company’s long-term
sustainable success.
Access to independent advice
If any director has concerns about the
running of the Group or any proposed
course of action, they are encouraged to
express those concerns which will then be
minuted. No such concerns were raised
during 2024. All directors are entitled to
take independent professional advice at
the Group’s expense and have access to
the advice and services of the Company
Secretary, who is responsible for ensuring
that Board procedures are complied
with.
Board development
The training and continuing professional
development needs of directors are
periodically discussed at Board meetings.
During the year, the Board focused
on strategic initiatives to the Group’s
functions and spent considerable
time addressing matters such as the
proposals received from Sidara and
the Independent Review conducted by
Deloitte LLP. The Board received training
from the Company’s advisors on market
conditions, share price performance,
valuation analysis, UK regulations, the UK
Takeover Code, and their fiduciary duties.
Arrangements are in place for newly
appointed directors to undertake an
induction process designed to develop
their knowledge and understanding
of the Group’s business. This includes
meetings with senior management,
visits to operating sites and discussion of
relevant business issues.
Following their appointment, directors
are advised of their legal and other
duties and their obligations as
directors of a listed company under the
Companies Act 2006.
Engagement with shareholders
Our IR activities are led by the CEO and
CFO, supported by the IR team and other
members of senior management as
appropriate. We provide the opportunity
for signi
ficant shareholders to meet with
the CEO and CFO at least twice a year
around the half-year and full-year results
announcements, and with the Chair
around the AGM. In addition, the Chair of
the Remuneration Committee was made
available to shareholders as required.
The Chair also has regular calls with the
Company’s brokers and IR to understand
the views of shareholders and equity
markets more broadly.
During 2024, engagement between
significant shareholders and the
Chair proceeded as normal, as well
as increased engagement throughout
April to August in relation to the Sidara
proposal (see page 46). The engagement
throughout the year focused on Wood’s
medium-term strategic objectives,
operational and financial per
formance,
balance sheet, and capital allocation.
John Wood Group PLC
Annual Report and Financial Statements 2024
110
Composition, succession and evaluation
2024 Board Evaluation
The 2018 Governance Code requires
regular Board performance reviews
to ensure effective leadership,
direction, and control of the Company.
These evaluations form the basis for
continuous improvement and increased
effectiveness of the Board.
The Board undertakes formal and
rigorous annual effectiveness reviews
of its performance and that of its
committees, the Chair and the individual
directors, using a combination of
externally and internally facilitated
evaluations. During 2024, an internal
evaluation of the Board and its
Committees was undertaken with the
support of Clare Chalmers Limited.
The evaluation was conducted utilising
survey questionnaires with each Board
member and senior management. The
results of the evaluation were shared with
the Board and Committees with areas for
continuous improvement identified.
2024 Board evaluation key findings
and recommendations for 2025
The findings a
f
firmed satis
faction in the
mix of diversity and skills of the Board.
Opportunities for improvement in the
composition, performance and strategic
focus of the Board were nevertheless,
highlighted.
• Board composition and Culture – size
of the Board considered to be larger
than is needed. A reduction in the
size of the Board to align with the
size and function of the business
would be considered beneficial to the
business. This is also likely to enhance
the Board’s focus. This was achieved
through the Board changes over 2024
and into 2025.
• Board oversight – clearer expectations
around materials provided to the
Board, especially for deep dives and
Business Unit Head presentations,
with an increased opportunity for the
management team to come before the
Board as this will help to ensure solid
strategy for business growth.
• Stakeholders – scope for enhancing
the Board’s understanding of client
needs and supplier treatment.
• UK governance and regulatory
knowledge – more focused resource
and understanding of UK public listed
company requirements in the Secretariat
function. This was achieved by the
appointment of John Habgood, a
solicitor qualified in England and Wales
based in London, as Company Secretary.
• Actions relating to progress against
these recommendations will be
disclosed in the 2025 Annual Report
and Financial Statements.
Progress against the 2023 Board
Evaluation actions
Following the 2023 Board effectiveness
review, areas recommended for
improvement were reported in the 2023
Annual Report and Financial Statements.
In particular, one recommendation
related to decision-making and greater
clarity on why matters were coming to
the Board. Clearer expectations set by
the Board during 2024 ensured a better
level of information reached them.
There was better clarity surrounding
what was required of the Board,
leading to improvements in the Board’s
decision-making process. In each case,
although there were improvements,
the Board is mindful of the
findings o
f
the Independent Review in this regard
– please see the remediation plan for
further details.
Chair’s performance
The evaluation of the Chair’s
performance was led by the Senior
Independent Director, based on individual
feedback from the non-executive and
executive directors. There was positive
feedback on the Chair’s role in relation
to the 2024 Sidara takeover bid, and an
overall consensus that the Chair engaged
well with the non-executive directors
and ELT and displayed good leadership.
The evaluation concluded that the Chair
continued to be well-qualified to lead the
Board.
Committee evaluation
The reports on each of the Board
Committees prepared as part of the
internally facilitated Board effectiveness
review were circulated to the members
of each of the respective Committees
and subsequently discussed by those
Committees.
Further details of each of the Committee
evaluations are set out on pages 114, 125
and 145.
Sustainability of the Group’s
business model
Details on the sustainability of the
Group’s business model can be found
within the going concern statement on
pages 93 and 119.
Information on the impact of climate-
related matters, including the impacts
on the resilience of Wood’s business
model and strategy, can be found in our
climate-related financial disclosures on
pages 73 to 81.
How Governance supports strategy
The Board continually assesses the
flexibility and sustainability o
f our
business model, monitoring and
reviewing our strategy (including our
purpose and strategic objectives),
assessing opportunities and identifying
changing or emerging risks that could
impact on the Group in the short,
medium and long term.
Further information on how the Board
has considered existing and emerging
risks can be found in our principal risks
section on pages 90 to 98.
Further information on the business
model can be found on page 22.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
111
Governance
Financial statements
Main responsibilities:
• Reviewing Board structure, size
and composition and making
recommendations to the Board with
regard to necessary adjustments
• Nominating candidates for the
approval of the Board
• Ensuring succession plans are in place
for the Board and senior executive
positions, and overseeing the
development of a diverse pipeline for
succession
• Monitoring non-executive director
independence and external
appointments
Work of the Nomination Committee
The purpose of the Nomination
Committee (the “Committee”) is to lead
the process for Board appointments,
ensuring formal, rigorous and
transparent procedures, and making
recommendations to the Board to
ensure plans are in place for an orderly
succession to both the Board and senior
management positions.
The Committee oversees the
development of a robust executive
leadership succession plan with a lens on
creating a diverse pipeline of leadership
talent.
The Committee also regularly reviews the
composition of the Board Committees
and the independence of the
non-executive directors.
The Committee held three scheduled
meetings during 2024 and focused
on Board appointments, succession
planning and diversity and inclusion. In
addition, three ad hoc meetings were
convened as needed, including to receive
updates on the search for non-executive
director candidates and to provide
recommendations to the Board following
the selection process.
Roy A Franklin
Chair, Nomination Committee
Nomination Committee
Membership
The Chair, Roy A Franklin,
chairs the Committee, with its
membership composed solely
of independent non-executive
directors.
Paul O’Donnell was appointed to
the Committee in August 2025.
Member
Attendance
Roy A Franklin
6/6
Nigel Mills
6/6
Birgitte Brinch Madsen
6/6
Susan Steele
1
6/6
Adrian Marsh
6/6
Brenda Reichelderfer
6/6
David Lockwood
2
2/2
Catherine Michel
2
1/1
Jacqui Ferguson
3
5/5
Committee meetings held
6
Read the Nomination
Committee Charter at:
woodplc.com/nomcommittee
Overall attendance
100%
Notes
* Includes scheduled and ad hoc meetings
1. Stepped down with effect from 18 June 2025
2. Appointed 10 May 2024 and stepped down
with effect from 18 June 2025
3. Stepped down with effect from 9 May 2024
Committee membership and
meeting attendance in 2024*
John Wood Group PLC
Annual Report and Financial Statements 2024
112
Board appointments
In 2024, the Committee recommended
the appointment of David Lockwood
and Catherine Michel as non-executive
directors.
As disclosed in the 2023 Annual Report
and Financial Statements, David was
appointed to the Board on 12 March 2024
following a process utilising Spencer
Stuart, a global executive search and
leadership consulting firm. Spencer
Stuart provides no other services to
Wood and is considered independent of
the Company and the Board.
The Committee considered the existing
skills, experience and diversity of the
Board and Spencer Stuart helped to
refine its specification
for the additional
non-executive director role and to
identify suitable candidates. Selection
criteria was agreed, with a preference
for technology experience, given the
importance of IT and digitalisation
to the Group. In addition, following
the resignation of Jacqui Ferguson as
non-executive director in May 2024,
efforts were made by the Committee to
maintain gender diversity on the Board.
The search process was completed,
and the Nomination Committee
reviewed a long list of potential
candidates and agreed a short list of
candidates for interview. The Committee
valued Catherine Michel’s extensive
experience in technology, consulting,
and transformation, recognising the
appropriate blend of skills and knowledge
she brings. Following this rigorous
process, the Committee unanimously
recommended to the Board her
appointment as non-executive director
which was approved with effect from 10
May 2024.
Arvind Balan was appointed as Chief
Financial Of
ficer (CFO) in April 2024;
however, it was announced in February
2025 that Arvind Balan had resigned as
CFO. The Board acted quickly to find a
suitable interim CFO and Iain Torrens
was appointed with effect from 27
February 2025. Iain is a seasoned CFO
with the necessary capital markets
experience and proven leadership in
refinancing and financial reporting, as
well as risk management, audit and
compliance to support Wood during this
critical period.
It was also announced in May 2025 that
Susan Steele, David Lockwood and
Catherine Michel had decided not to
stand for re-election, and they resigned
from the Board with effect from the
conclusion of the 2025 AGM held on 18
June 2025.
In July 2025, we announced the
appointment of Paul O’Donnell to the
Board as a non-executive director.
The Board, with support from the
Committee, continuously assesses the
Board’s size, composition, and balance of
skills, to ensure alignment with Wood’s
requirements.
Further details on Iain and Paul’s
appointment and induction will be
disclosed in the 2025 Annual Report and
Financial Statements.
Board and Committee composition
and succession planning
The Board has a duty to ensure the
long-term success of the Company,
which includes ensuring that we have
a steady supply of talent for executive
positions and established succession
plans for Board changes. The Committee
considers the Group’s succession
planning on a regular basis, including
consideration of the length of service
of the Board as a whole, to ensure that
changes to the Board are proactively
planned and co-ordinated.
As part of the Board succession plans,
and during the recruitment process for
new directors, the Committee ensures
that the Board is regularly refreshed and
appointments are objective whilst also
promoting diversity of gender, social and
ethnic backgrounds and is cognitive of
personal strengths.
The Committee also reviewed reports
throughout 2024 on the ELT and senior
management succession planning,
including the Company’s progress
against its Diversity & Inclusion goals.
Following changes to the members of the
Board during the year, the Committee
reviewed the composition of the Board
Committees. After evaluating the skills
and experience of the Board members,
the Committee proposed adjustments
to the Board Committees’ composition.
These changes were approved by the
Board and took effect on 10 May 2024.
During 2025, a key area of the
Committee’s focus has been on
succession planning for the Board.
Following recent events with the Sidara
offer, the Committee is mindful of
the need to address succession for my
position as Chair of the Board, taking
into consideration my decision to step
down as Chair following the shareholder
meeting at which these accounts will be
laid before shareholders.
In addition, we announced that Ken
Gilmartin would step down from
his position as Group CEO and as a
Director of the Board following the
upcoming shareholder vote on the Sidara
transaction. Iain Torrens will take on the
role of Group CEO with effect from Ken’s
departure. The Committee will continue
to focus on the search to identify a CFO
for the Group.
Directors’ Induction
Upon appointment, both Catherine
Michel and David Lockwood received
a comprehensive induction, including
information about the Board, directors’
duties, and the key activities of the
Company and its business units.
Independence
The Committee also regularly reviews
non-executive director independence.
After careful consideration, the
Committee confirmed that it regarded
each non-executive director as
independent for the purposes of the
2018 Governance Code. All non-executive
directors are considered to be
independent in character and judgement;
with no relationships or circumstances
which are likely to affect, or could appear
to affect, their judgement.
External appointments
The Board requires all directors to
declare any external appointments
and has procedures in place to monitor
and approve such appointments to
ensure the director continues to devote
suf
ficient time and commitment to the
Company.
Further information on the Board’s
external appointments can be found on
pages 102 to 103.
The following changes to external
appointments occurred during 2024*:
• Nigel Mills resigned as a director of QC
Holdings Limited, The Queen’s Club
Limited and QC Ground Limited
• Birgitte Brinch Madsen resigned as a
director of Arkil Holding A/S
• Brenda Reichelderfer resigned as a
director from Tribus Aerospace
* Any changes to the Board’s external
appointments since 31 December 2024 will be
disclosed in the 2025 Annual Report and Financial
Statements.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
113
Governance
Financial statements
Diversity & Inclusion
The Committee remains committed to
the FTSE Women Leaders, Parker Review
recommendations and FCA Listing Rules
requirements for gender and ethnic
diversity on Boards. As of 31 December
2024, the Committee reported it had
continued to meet its 40% female
representation on the Board and had
also met the aim of at least one Director
from an ethnic minority background with
two new members of the Board.
In 2024, we did not meet the target of
one senior Board position (Chair, CEO,
Senior Independent Director, and CFO)
being held by a female. Each position
appointed followed a robust and inclusive
selection process with consideration
of appropriate skills and experience
for the roles. Two of the Committees
– Remuneration and Safety &
Sustainability – were chaired by women.
We ensured compliance with ethnic
diversity targets set by the FCA
Listing Rules and Parker Review
recommendations. The Board and
the Committee also approved
management’s goals with respect
to improvements in gender diversity
throughout the wider leadership, and
received updates on progress throughout
the year including in the context of ELT
succession planning.
In light of changes to the Board in 2025,
outlined on page 102 to 103, Wood no
longer meets the FCA Listing Rules
requirements for gender and ethnicity.
However, the Committee remains
committed to improving Diversity &
Inclusion and will continue to take
diversity into account when considering
Board succession plans and future
appointments. This is also considered
in relation to the composition of Board
Committees.
Further information concerning the
Company’s approach to the Parker
Review, Diversity & Inclusion priorities,
and data on the gender diversity of the
ELT and their direct reports can be found
on page 67.
In 2024, we updated our Diversity
& Inclusion policy to reflect our
commitment to encourage an inclusive
environment where employees are
involved, respected, connected,
encouraged, cared for and welcomed.
Differences underpin and create our
diverse workforce, creating an inclusive
organisation.
The Committee proactively seeks
regular updates on and continues to
monitor the implementation of our
Diversity & Inclusion priorities, including:
• Improved gender and diversity
representation in senior leadership
roles and across the organisation
• Development of employee-initiated
and led Diversity & Inclusion networks,
to provide platforms for our employees
to connect, learn, challenge and to
share views. The networks provide a
channel for employees to share and
also to provide feedback on what
Wood is doing well, and to recommend
improvements. Our employee networks
are open to everyone in the Company’s
global community. Further information
can be found on page 68
Our people are our most valuable
resource, and creating an inclusive
working environment where they enjoy
coming to work is fundamental to
achieving our strategy.
Wood is committed to remaining
an equal opportunities employer. As
an inclusive and equal opportunities
employer, Wood gives full consideration
to applications for employment from all
levels of ability where the requirements
of the job can be adequately ful
filled by a
person with impairment. Where existing
employees become disabled, it is the
Company’s policy, wherever practicable,
to provide continuing employment under
normal terms and conditions and to
provide training, career development
and promotion to disabled employees
wherever appropriate, as we would for
any other employee.
Nomination Committee
continued
Read our Diversity & Inclusion policy at:
woodplc.com/diversitypolicy
Committee evaluation
The review of the Committee’s
effectiveness was facilitated internally
with support from Clare Chalmers
Limited as part of the Board’s evaluation
process set out on pages 111.
The findings o
f the Committee’s
evaluation conducted in 2023
recommended that further
improvements to effectiveness could
be achieved through more structure,
including a clear schedule of matters to
discuss throughout the year. Additionally,
it was suggested to further consider
succession planning and to further
enhance the Board’s skills matrix.
During 2024, the Committee took
appropriate steps to implement the
recommendations from the evaluation.
The 2024 review considered the overall
effectiveness of the Committee. The
outcome of the Independent Review
identified areas o
f focus for the
Committee for continued improvement
of its performance but noted that the
Committee was operating effectively
overall, with good leadership.
John Wood Group PLC
Annual Report and Financial Statements 2024
114
Board and ELT Diversity as at 31 December 2024*
Each of the members of the Board and the ELT responded on a voluntary basis to a
diversity questionnaire.
Number of
Board
members
Percentage
of the
Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Gender diversity
Men
5
50
3
6
75
Women
4
40
-
2
25
Other
categories
-
-
-
-
-
Not disclosed/
prefer not to
say
1
10
1
-
-
Ethnic diversity
White British
or other White
7
70
2
6
75
Mixed/multiple
Ethnic Groups
-
-
-
-
-
Asian/Asian
British
1
10
1
1
12.5
Black/African/
Caribbean/
Black British
-
-
-
-
-
Other ethnic
group
1
10
-
1
12.5
Not specified/
prefer not to
say
1
10
1
-
-
*Refer to changes to the Board and ELT since 31 December 2024 on pages 102 to 104
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
115
Governance
Financial statements
Main responsibilities:
• Compliance with financial reporting
standards and relevant financial
reporting requirements
• Consideration of the
financial and IT
internal control environment
• Consideration of the Group’s internal
audit programme and results
• Review of the external audit
relationship and provision of non-audit
services
• Oversight of the Group’s Ethics and
Compliance programme
• Review of procedures for whistle-
blowing and ensuring such
arrangements support proportionate
and independent investigation of such
matters
• Oversight of the Group Audit & Risk
function
The Committee held six scheduled
meetings and three ad hoc meetings
in 2024. The scheduled meetings were
held in February, March, May, August
(two meetings) and November, while the
ad hoc meetings took place in March,
August and December (with further
meetings in 2025 as noted below). Four
of the scheduled meetings were held in
person. All other meetings were held by
videoconference. Due to the importance
of certain decisions taken during the
year, select matters were escalated
to the Board. These are laid out in the
breakdown of Committee discussions on
page 118.
In addition to the members of the
Committee, the CEO, CFO, Group
Financial Controller, and President
- Group Audit & Risk attended all
Committee meetings. The external
auditors, KPMG, attended all meetings
with the exception of the
first meeting
in
August, which was a Committee-
only session specifically to discuss the
half-year risk review. The Group General
Counsel attended all Committee
meetings, with the exception of the
first
and second meetings held in August.
The Chief Ethics and Compliance Of
ficer
attended to present his items with the
exception of the meetings in November
and December which he attended in
full. During the year, other relevant
people from the business presented to
the Committee on the topics as set out
below.
The Chair of the Committee also held
regular update calls with the CFO and
President - Group Audit & Risk. The
President - Group Audit & Risk, the Chief
Ethics and Compliance Of
ficer, and the
external auditors have the right of direct
access to the Chair of the Committee at
all times, and to meet the Committee
without management present.
Audit, Risk & Ethics Committee
Adrian Marsh
Chair, Audit, Risk & Ethics Committee
Committee meetings held
9
Overall attendance
90%
Member
Attendance
Adrian Marsh
9/9
Nigel Mills
9/9
Birgitte Brinch Madsen
1
3/5
Susan Steele
2
3/4
Jacqui Ferguson
3
4/4
Read the Audit, Risk & Ethics
Committee charter at:
woodplc.com/auditcommittee
Membership
Adrian Marsh chaired the Audit,
Risk & Ethics (ARE) Committee
throughout 2024. Adrian has recent
and relevant financial expertise
having been, until 30 June 2023,
the Group Finance Director of DS
Smith plc. Adrian is currently Chair
of the Audit and Risk Committee of
Co-operative Group Ltd. Adrian is
also a Fellow of the Association of
Corporate Treasurers.
All the Committee members
are independent non-executive
directors. The Committee
members’ expertise and experience
is set out in each of their
biographies on pages 102 to 103.
Paul O’Donnell was appointed
to the ARE Committee in August
2025.
As Group Chair, Roy A Franklin
is not a member of the ARE
Committee but attended all
meetings in 2024 by invitation, and
all other non-executive directors are
welcome to attend any meeting.
The Chair of the Committee
reports to each Board meeting
on the activity of the Committee.
The ARE Committee has a
written charter, which is reviewed
annually, setting out its roles and
responsibilities.
Notes
*Includes scheduled and ad hoc meetings
1. Appointed 10 May 2024
2. Stepped down with effect from 10 May 2024
3. Stepped down with effect from 9 May 2024
Committee membership and
meeting attendance in 2024*
John Wood Group PLC
Annual Report and Financial Statements 2024
116
Independent Review
From a Committee perspective, the
second half of the year was dominated
by the backdrop to the Independent
Review, the Independent Review itself
and the effect on both the preparation
of FY24
financial statements and the
external audit.
The Independent Review stemmed
from concerns around the potential
for management over-ride and the
processes surrounding financial reporting
in the Company. These arose from the
circumstances in relation to the HY24
write-down of $140 million in respect
of our exit from LSTK and large-scale
EPC work (covered in the August (third
meeting) of the Committee), the
descoping from KPMG’s engagement of
its review of the 2024 interim statements
by the Board, and other concerns arising
out of or following the HY24 interim
review process, through the period up to
the commissioning of the Independent
Review. Following dialogue with KPMG
on their continuance as external
auditors, the Board commissioned the
Independent Review. Accordingly, the
November and December Committees
were focused on auditor continuance,
the Independent Review and the
ramifications on KPMG’s FY24 audit plan
and execution. Following the November
Committee, oversight of the Independent
Review was delegated by the Board to
a dedicated Investigation Oversight
Committee, which was led by the
Committee Chair. Prior year adjustments
were covered in Committee meetings in
2025.
Further detail on the Independent
Review is provided at page 122
and a full breakdown of the areas
discussed at the Committee
meetings is below:
February
• Review of the material issues and
key areas of accounting and tax
judgement impacting the 2023
Group financial statements, including
the classification o
f exceptional
items, goodwill impairment reviews,
dispensations from Group accounting
policies, material provisions, uncertain
tax positions and the accounting for
significant contracts
• Review of Group Audit & Risk reports
and status
• Update on KPMG’s external audit
status, independence and preliminary
conclusions
• Approval of KPMG’s non-audit fees
March (first meeting)
• Review of the draft 2023 Group
financial statements and related
disclosures
• Review and approval of the 2023
Audit, Risk & Ethics Committee
Report
• Status update on KPMG’s 2023
external audit work and draft audit
opinion, including discussion of their
key findings and judgemental areas
• Review of the Group Audit & Risk
annual summary for 2023 and the
overall Internal Financial and IT
Controls assessment
• Review of the Group Ethics and
Compliance Programme
• IT security update
• Review of KPMG audit effectiveness
• Presentation from Bates White on
the asbestos liability
March (second meeting)
• Final review and recommendation
to the Board for approval of the
2023 Group financial statements
and related disclosures, including
the going concern and viability
statements
• Final review of KPMG’s 2023 external
audit work and final audit opinion
May
• Review of signi
ficant accounting, tax
and treasury matters
• Debrief of KPMG 2023 audit, review
of their draft plan for 2024 and
approval of the 2024 engagement
letter
• Review of Group Audit & Risk reports
and status
• Review of the Group Ethics and
Compliance programme
• Review and approval of Committee
Charter
• Review with Executive President
- Operations of an unsatisfactory
Group Audit & Risk report and the
changes made to address
• IT security update with the Group
Chief Information Of
ficer (CIO)
August (first meeting)
• Risk session focusing on risk
amplification, principal risks, emerging
risks and half-year risk disclosures
(previously covered by the Board)
August (second meeting)
• Review of signi
ficant accounting, tax
and treasury matters
• Update on KPMG’s 2024 interim
financial statements external review,
their review, their draft review opinion
and discussion of their key
findings
• Review of KPMG’s half-year
management representation letter
• Review of KPMG’s draft full-year 2024
audit scoping
• Review and recommendation to the
Board of the draft 30 June 2024
Group interim financial statements,
including key accounting and tax
judgements, going concern, goodwill
impairment reviews, and classification
of exceptional items
• Review of Group Audit & Risk reports
issued, status update against the 2024
plan and approval of changes to the
2024 plan
• Effectiveness review of internal and
external audit
•
Approval of changes to the Group
Audit & Risk Charter
• Review of the Group Ethics and
Compliance programme
• Update of the status of UK Corporate
Governance reforms and the
preparatory work being carried out
• Cyber security update
August (third meeting)
• Update following a review conducted
of exceptional items and other
provisions
• Update on impairment charge
recognition as at 30 June 2024
• Update from KPMG in relation to
exceptional items and other provisions
Following the third meeting in August,
in light of the implications for the
refinancing timetable, the decision
regarding the issuance of the half year
results was passed from the Committee
to the Board.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
117
Governance
Financial statements
ARE Committee and PLC Board and
other meetings related to the half
year results and subsequent events
August (PLC Board)
• Consideration of interim review
timeline in context of wider
refinancing, market expectations
following Sidara’s withdrawal and
the consequences of issuing half
year results on an unreviewed basis
including advice from independent
specialists
• Vote to proceed with issuing half year
results on an unreviewed basis
• Instruction to descope the review of
the 2024 interim financial statements;
accordingly, no review report was
issued by KPMG
October (PLC Board sub-committee)
• Confirmation o
f approach to request
that KPMG recommence their review
of the interim
financial statements
in light of re
financing requirements.
Note that KPMG did not agree to
recommence review given concerns
ARE Committee meeting November
Independent Review related
• External audit continuance and
consideration of several concerns
raised by our auditor, including a review
into the facts and circumstances
of the half-year adjustments,
concerns about the competence,
integrity, ethical values, and diligence
being demonstrated by those in
management responsible for
financial
reporting within Wood and the decision
to commission the Independent Review
• Discussions with KPMG in relation to
concerns relevant to continuation
• Approval of KPMG’s 2024 external
audit plan and audit fees, subject to
the Independent Review
Non-Independent Review related
• Review of signi
ficant accounting, tax
and treasury matters
• Group Audit & Risk status update
• Review and approval of the draft 2025
Group Audit & Risk Plan
• Review of control observations on
Projects business unit by the new
President Finance
• Corporate Governance update
• Review of the Group Ethics and
Compliance programme
• Cyber security update
November (PLC Board)
• Consideration of the results of the
internal review into the facts and
circumstances of the half-year
adjustments
• Discussion on external audit
continuance on behalf of the ARE
Committee following further concerns
raised by KPMG and commissioning
the Independent Review
• Institution of the Investigation
Oversight Committee
ARE Committee meeting December
• Update to the Audit plan and strategy
for the year ending 31 December 2024
in response to the heightened audit
risk arising from the matters that led
to the Independent Review
2025
• Given the impact of the Independent
Review on audit planning and
execution, the audit continued into
2025 and the Committee continued
to meet regularly as the financial
statements and FY24 audit progressed
through 2025
• The focus on the Independent Review
also continued into 2025, with
governance via the Investigation
Oversight Committee (from November
2024) and the wider Board rather than
the Committee.
In addition to the discussions on audit
continuance and the Independent
Review, during the year, the Committee
has focused on the following areas over
the last 21 months:
Financial reporting and
significant accounting issues
The Committee focused on the
application of our accounting policies
and on the areas of judgement and
estimation in relation to significant
accounting and tax matters.
The primary areas of judgement
and estimation considered by the
Committee in relation to the 2024
financial statements and how they were
addressed are outlined below.
Review of signi
ficant contracts
The Group executes certain contracts
on a fixed price or lump sum basis. Such
contracts frequently span multiple
accounting periods and inherently involve
a greater degree of estimation and
judgement than is typically the case
in reimbursable contracts. Consistent
with prior years, the external auditors
assessed this as a key audit matter.
A review of the balance sheet in respect
of lump sum turnkey EPC contracts was
undertaken during Summer 2024 with the
results presented to the August (third)
meeting of the Committee and reported
through the HY24 financial statements.
The accounting treatment of
fixed price
and lump sum contracts within the
Projects business unit represented a core
component of the work undertaken by
the Independent Review, with instances
of inappropriate management pressure
and override, issues with the application
of accounting standards and a lack
of evidence in respect of accounting
judgements identified in the findings.
As part of the year end procedures,
the Committee reviewed the prior year
errors and accounting adjustments in
respect of contracts identi
fied as part
of the Independent Review as well as
the accounting for signi
ficant lump sum
projects in progress at the year-end and
the material judgements and estimates
taken by management (supported where
appropriate by independent specialists) in
recognising profit or the quantification o
f
known losses.
The Committee also considered in this
context whether the proposed adjustments
should be treated as prior year adjusting
items or included within the current year
and to reflect the underlying business
performance, the presentation of Adjusted
EBITDA within the financial statements
both before and after the impact of
Independent Review non-exceptional
charges.
Audit, Risk & Ethics Committee
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
118
Goodwill impairment reviews
At both the half year and the year end,
the Committee considered whether
indicators of impairment of goodwill
existed and the results of any related
impairment reviews.
The Committee’s role is primarily to
challenge the significant assumptions
and estimates made by management,
to ensure that they are reasonable and
appropriate, and to consider the work
done in these areas by KPMG, who
identified this as a key audit matter.
At 30 June 2024, in accordance with
IAS36, goodwill and other intangible
assets were reviewed highlighting
indicators of impairment in the Projects
CGU and the Group of $0.8billion at the
August (third) meeting.
A further impairment review was
undertaken as at 31 December 2024,
with key areas of focus being indicators
of impairment; discount rate; risk
adjustments to revenue, EBIT and cash
flows; and market value assessment.
The review concluded that the goodwill
and brand intangible balances should
be further impaired as at 31 December
2024. A recommendation to recognise
a further impairment loss of a further
$1.4billion was considered and approved
at the Committee in October 2025.
The Committee also reviewed the
Company’s investment in subsidiaries
and approved the recommendation
put forward by management for an
impairment of $3.0billion and re
flecting
the source of the investment, namely
AFW, the reduction of $1.1billion of the
merger reserve and transfer to retained
earnings to offset in part the charge.
The Committee challenged and was
satisfied with the assumptions and
forecasts used, the results of the reviews,
and with the sensitivities disclosed. Further
details of these can be found in note 10 of
the Group financial statements.
Going concern
At both the half year and the year
end, the Committee considered the
appropriateness of the going concern
basis of preparation and reviewed
forecasts prepared by management
covering a period of more than 12
months from the date of signing of the
Group financial statements.
The Committee also reviewed the level
of committed facilities available to the
Group, conditionality linked to the Sidara
transaction, liquidity constraints faced by
the Group and on-going compliance with
the Group’s borrowing covenants.
As a result of the uncertainty
surrounding the Group’s liquidity position
from late 2024 the Board has received
a weekly update on the status of the
Group’s negotiations with its financial
creditors, and, as uncertainty around
liquidity increased through 2025, the
Board considered (and has kept under
consideration) contingency plans in the
event that agreement could not be met
on acceptable terms and instituted
a review of the liquidity position with
management with the aid of a 13
week rolling cash flow and advice
from
external consultants.
The Committee has used its knowledge
of the short-term liquidity position
gained through the membership of
the Board, together with the medium
and longer-term forecasts and stress
tests prepared by management as a
basis to challenge the assumption that
the financial statements should be
prepared on a going concern basis and
to inform the discussion on the basis of
preparation.
The Committee also considered the
implications of actual and potential
breaches under the terms of the Group’s
core debt facilities and concluded that the
breach of the 2023 and 2024 information
covenants and net interest covenant
at 31 December 2024, notwithstanding
the amendment and extension of these
facilities in August 2025, would result in
the Group’s credit facilities being treated
as current liabilities.
For the year-end audit, the external
auditors assessed going concern as a key
audit matter. The Committee concluded
that whilst the Group remained a
going concern, there exists a material
uncertainty concerning the completion of
the Acquisition, Sidara’s plans for future
operations and, in the absence of the
successful completion of the Acquisition,
the continued availability of suf
ficient,
appropriate funding that may cast
significant doubt about the Group’s and
the Company’s ability to continue as a
going concern and, therefore, the Group
and the Company may be unable to
realise their assets and discharge their
liabilities in the normal course of business.
Review of provisions
The Committee considered the
appropriateness, adequacy and
consistency of approach to provisioning
at the 30 June and 31 December balance
sheet dates.
All material provisions and contingent
liabilities, including those made against
uninsured legal claims, asbestos
litigation and expected credit losses,
were discussed and challenged, with the
support of independent specialists.
Further work was undertaken by an
independent specialist to ensure that
appropriate judgements, in light of the
findings o
f the Independent Review, were
made around the year-end balance sheet.
The Committee, taking into account
the support provided by independent
specialists, concluded that the positions
taken by management were appropriate.
Reporting measures
The Committee reviewed the interim
and year-end annual reporting, including
the use of alternative performance
measures (APMs), such as adjusted
EBIT, on behalf of the Board. The
Committee was comfortable that APMs
add to stakeholders’ understanding of
our financial per
formance and do not
detract from the fair, balanced and
understandable presentation of our
results. The Committee reviewed and
challenged the inclusion of items as
exceptional at both the year end and half
year, with reference to the Group’s policy
in this area, and considering KPMG’s
identified audit di
fferences in this area.
The Committee was satisfied that the
items noted were suf
ficiently material
by nature or by size or a combination of
both to require separate disclosure, and
that all such items had been identified.
Review of pensions
The Committee reviewed the accounting
for the Group’s de
fined benefit
obligations under IAS 19 Pensions
at the half year and year end. The
Committee reviewed the results of the
actuarial review performed on behalf
of management by a leading actuarial
firm, with a
focus on the key underlying
assumptions as set out in note 34 to the
financial statements. The Committee
also considered the appropriateness of
recognition of the pension asset under
IAS 19. The Committee was satisfied
with all the assumptions, the disclosures
made and the results of the reviews.
Current and deferred tax balances
The Group operates in a number of
different tax regimes and a range of
judgements underpin the calculations for
both current and deferred tax, including
uncertain tax positions. In the Income
Statement, these can have an impact on
both the tax charge and the operating
profit. The Committee received a detailed
written report on taxation matters
at each scheduled meeting. Where
necessary, the Committee considers
advice received from professional advisory
firms and concluded that the positions
taken were appropriate. The Committee
also received updates on work undertaken
by KPMG in this area.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
119
Governance
Financial statements
Audit, Risk & Ethics Committee
continued
Internal financial control
The Board is ultimately responsible for
the Group’s system of internal control
and for reviewing its effectiveness.
The Committee has been given the
responsibility to review the effectiveness
of the internal control systems
implemented by management. The
Committee has had numerous inputs
over 2024 and into 2025. In particular,
alongside the usual regular updates
from the President - Group Audit &
Risk, and the results of a detailed self-
assessment process on financial and IT
general controls undertaken across the
Group, the Committee had the benefit
of the
findings o
f the Independent
Review, work undertaken by independent
specialists in safeguarding the 2024
financial statements, and an external
audit with more components, lower
materiality thresholds and increased
scope compared to previous audits. From
this combination of inputs it is clear
that the Group’s internal control over
financial reporting (ICFR) is deficient in a
number of areas with a number of those
deficiencies being pervasive and systemic
in nature.
The deficiencies span multiple areas o
f
the control environment and financial
reporting processes, including:
• Culture: Material weakness was
identified in the financial control
culture within the Projects business
unit and Group Finance, including
the escalation of pre-litigation
matters and inappropriate releases
of contingency held within contract
positions. The tone from the top
undermined compliance with internal
controls and accounting policies.
• Ethics and compliance: Weaknesses
were identified in the nature o
f the
response to individuals Speaking Up
and raising concerns.
• Project management reporting:
Incomplete data supporting monthly
contract reporting and inconsistent
application of change management
processes increasing the risk of
inaccurate revenue recognition.
• Contract accounting and revenue
recognition: Deficiencies were
identified in contract setup, completion
calculations, variation order approvals
and forecast cost reviews, contributing
to errors in revenue recognition and
inconsistent application of accounting
policies and standards.
• Journal entry controls: Across several
systems, deficiencies were noted in the
segregation of duties, authorisation
and audit trails for journal entries,
increasing the risk of override and
manipulation.
• Impairment and goodwill testing:
A complex situation, insuf
ficient
management review and validation
of assumptions and methodologies
combined led to material adjustments
to 2024 preliminary assessments of
goodwill and intangibles.
• Intercompany and consolidation
processes: Intercompany balances
were not appropriately eliminated at
Group level due to system limitations
and inconsistent treatment across
components, impacting consolidated
financial reporting.
These deficiencies collectively represent
a material weakness in the Group’s
ICFR. The Board and Committee
both acknowledge the seriousness
of these
findings. The Board has
initiated remediation actions including
strengthening oversight, enhancing
documentation and improving control
design and execution. More generally, the
Board sees rebuilding confidence in the
foundations of our control environment
as key to the Group’s long-term success
and will continue to monitor progress
and ensure that appropriate corrective
measures are implemented to restore
the integrity of the Group’s ICFR.
Under my sponsorship, the leadership
team has
embarked on implementing
a detailed remediation programme. The
remediation plan is further covered on
page 123.
IT security review
The responsibility for reviewing IT security
is delegated to the Committee. At the
May and November Committee meetings,
the Committee received a presentation
from the CIO, who provided a cyber
security update on the cyber readiness
posture, alongside a status update on the
change of outsource IT service provider.
Following the change of outsource IT
service provider during 2024, an audit on
cyber risk management and ransomware
readiness was independently carried out
by Deloitte LLP under the supervision of
Group Audit & Risk. The audit identified
areas for improvement that are being
actioned by the IT team.
Group audit
Monitoring the activity of the Group
Audit & Risk function is an agenda
item at each Committee meeting. The
President - Group Audit & Risk attended
all meetings. Each year, the Committee
agrees the plan to be carried out and
receives regular updates on progress
against this plan, including a summary
of key
findings
from each of the internal
audits, and an update on the status of
actions agreed with management.
A separate annual exercise on key themes
and insights from the internal audit work
was also considered by the Committee,
including comparing the key themes to
the prior year.
The Group Audit & Risk team continues
to be the one provider of independent
internal audits across all the Group’s
principal risks, and as part of the annual
audit planning process, audits are aligned
to the principal risks as set out in the
Principal risks and uncertainties section
on pages 95 - 98. In 2024, the internal
audit plan continued to include audits
aligned to all the Group’s principal risks.
Process audits included commercial
controls, HSSE and ESG metrics, and
an audit of the
finance shared services
centre. Several of the Group’s largest
projects/locations were included in the
audit plan, covering multiple scope areas
including financial, commercial and
contracting, project execution, HSSE and
quality controls.
During 2024, Deloitte LLP were selected
as the provider of strategic IT audits,
under the supervision of the President
- Group Audit & Risk. Any other internal
audits that require specialist knowledge
or language skills outside of the Group
Audit & Risk team’s abilities are wholly or
partly outsourced as appropriate.
The Chair of the Committee and other
Committee members hold private
discussions with the President - Group
Audit & Risk as necessary during the year
outside the formal Committee process.
In April 2025, the President - Group
Audit & Risk was appointed to a new
role leading the Remediation project.
As a result, the Committee appointed
an internal candidate with significant
commercial and internal audit experience,
who was previously the VP Group Audit,
to the position of Head of Group Audit.
Ethics & Compliance
Ethics & Compliance is a standing item
across the year for the Committee, with
Ethics & Compliance discussed at one of
the March and August meetings and each
of the May and November meetings.
The Chief Ethics and Compliance Of
ficer
and Group General Counsel attended each
of those meetings and gave an update
on the E&C programme, an overview
of ongoing major cases and a Speak
Up report of issues raised to Ethics and
Compliance. The Committee takes comfort
from the internal processes that allow
employees to raise concerns but recognises
that the reaction to those Speaking Up is
critical and that the Independent Review
identified
failures within the organization
as a whole in this respect. Accordingly, the
Committee considers improved Listening
Up to be a critical part of remediation.
John Wood Group PLC
Annual Report and Financial Statements 2024
120
Adrian Marsh
Chair,
Audit, Risk & Ethics Committee
The Committee is also mindful of the
other issues identified as a result o
f the
Independent Review and, in particular,
that management pressure and override
to maintain previously reported positions
undermines a strong tone from the top
and a Speak Up culture. Both of these
aspects are also critical to remediation
– see further details in the Remediation
section (page 123).
External audit
KPMG are the Group’s auditor and were
appointed in 2018 after a tender process.
During spring 2024 the Committee
assessed the effectiveness of audit
process through consideration of the
reporting received from KPMG, the
robustness of the external auditors’
handling of key judgemental areas and
the quality of the external auditors’
interaction with, and reporting to,
the Committee. As a result of the
assessment, the Committee concluded
that the audit process was operating
effectively. The Committee also reviewed
the standing, experience and tenure
of the external audit lead partner,
the arrangements for ensuring the
independence and objectivity of the
external auditors, and the nature and
level of non-audit services provided. Paul
Glendenning remained the KPMG lead
partner for 2024 which was his fourth
year as partner. An annual exercise to
seek feedback from around the Group on
the effectiveness of the external audit
process for 2023 was performed during
the year, and debrief meetings were held
to ensure opportunities to improve the
process were captured and incorporated
into the 2024 external audit plan.
As a result of the Independent Review,
a number of shortfalls within the skills
and experience across the finance team
were identified. In addition, the cultural
failings highlighted by the Independent
Review appear to have led to instances
of information being inappropriately
withheld from, and unreliable
information provided to, the Group’s
auditors, undermining the trust on which
the audit relationship is based.
Against this backdrop, the Board made
changes to the finance
function and
engaged with independent specialists,
as appropriate, to safeguard the
preparation of the full year
financial
statements in what has been a
challenging environment, requiring a
wider audit scope and lower levels of
audit materiality than previous years.
Limitation on audit timetable
The announcement of the Sidara
transaction at the end of August 2025,
and the focus on liquidity, resulted
in a decision taken by the Board in
September 2025 to limit the time
available to complete the audit. As a
Committee, our role has been to support
management and to make sure that
in limiting the time available, KPMG’s
independence was not compromised and
the Board was kept appraised of the
implications of limiting time on the audit
opinion.
Appointment and independence
The Committee has overall responsibility
for ensuring that the external auditors’
independence and objectivity is not
compromised. The Committee considers
the appointment of the external
auditors each year and assesses their
independence on an ongoing basis.
During the year, the Committee received
confirmation
from the external auditors
regarding their independence.
In accordance with UK regulations and to
help ensure independence, the auditors
adhere to a rotation policy based on
Auditing Practices Board standards
that require the Group audit partner to
rotate every five years. As noted, this is
the current lead partner’s fourth year.
The Board approved the Committee’s
recommendation that, subject to
KPMG’s assessment on continuing as
Wood’s auditor, KPMG be reappointed
for the 2025 audit. Accordingly, a
resolution proposing the appointment of
KPMG as the Group’s external auditor
will be put to shareholders at the general
meeting at which these accounts will be
laid before shareholders. There are no
contractual obligations that restrict the
Group’s choice of external auditors. The
Company confirms that it complied with
the provisions of the Competition and
Markets Authority (CMA) Order for the
financial year under review.
Non-audit services
One of the key risks to external auditor
independence is the provision of non-
audit services by the external auditor.
The Group’s policy in this area, which is
set out in the Audit Committee’s terms
of reference, is clear. The Committee
Chair considers and approves fees in
respect of non-audit services provided by
the external auditors in accordance with
policy and the cost of non-audit services
provided in 2024 is reported in note 4 to
the financial statements. In the opinion
of the Committee, the provision of these
non-audit services did not impair KPMG’s
independence.
Audit services
The Committee recognises the
significant time and resources employed
by KPMG in delivering the 2024 audit
and the complexities presented by the
Independent Review findings. In this
context the Committee has approved
a number of increases in the initial fee
quoted by KPMG resulting in a final
fee of $41m. The Committee has in
discussion with management assessed
$22m of the fee as exceptional given the
circumstances faced by the group in 2024.
Reflection by Committee Chair
I echo the comments of the Chair of
the Board as regards the findings o
f the
Independent Review, especially as the
Committee is responsible for oversight of a
number of areas relevant to the
findings.
It is critical to me that all employees, in
particular those across finance, are
fully
transparent in the way that they interact
with all stakeholders and the external
auditor, demonstrate the highest levels
of integrity and professional judgement
and that a safe environment exists for
the escalation of any concerns. The
Independent Review demonstrated that
this was not the case with the instances
of management pressure and override
to maintain previously reported positions
being of particular concern. Likewise, the
impact this had on the confidence o
f both
the Committee and our external auditors,
KPMG, cannot be underestimated.
The Independent Review, the work
undertaken by independent specialists
to support management in safeguarding
the preparation of the 2024
financial
statements, and the 2024 year-end
audit have all highlighted significant
deficiencies in the way that we work
as a business, requiring a fundamental
reset in the way we operate. We can
never again have a situation where
management override exists within
Wood and when the approach to
speaking up and listening up fails.
It is right that the Board and ELT
together are committed to rectifying
this situation, rebuilding trust across
our stakeholders and beyond the steps
taken to date as part of the remediation
plan, putting the Wood business onto a
stronger footing for the future.
Further details on Remediation are below
at page 123.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
121
Governance
Financial statements
Independent Review
As also announced on 31 March 2025,
as a result of the Independent Review
Wood identified material weaknesses
and failures in the Group’s
financial
culture within the Projects business
unit and engagement between Group
Finance and Projects, which included
inappropriate management pressure and
override to maintain previously reported
positions, including through unsupported
dispensations, and over-optimism and/or
lack of evidence in respect of accounting
judgements. The cultural failings appear
to have led to instances of information
being inappropriately withheld from, and
unreliable information being provided to
our auditors.
The issues were identified in a limited
number of contracts in Wood’s Projects
business unit, particularly in relation
to lump sum turnkey contracts, and no
material issues were identified outside o
f
Projects.
Following the Independent Review,
the Company has been notified by the
Financial Conduct Authority (FCA) of its
commencement of an investigation into
Wood covering the period from 1 January
2023 to 7 November 2024. Wood is
cooperating fully with the FCA in relation
to this investigation.
The Independent Review
identified material
weaknesses and failings
that the Board is
committed to remediating.
As announced on 7 November 2024 in
the Company’s Q3 trading update, in
response to discussions with its external
auditor, KPMG, Wood commissioned
an independent review, conducted by
Deloitte LLP (the Independent Review),
with assistance from external counsel,
to assess the reported positions of
contracts within Projects, and to
evaluate broader accounting practices,
and governance and control across the
Group.
The Investigation Oversight Committee
(IOC), consisting of Adrian Marsh (Chair),
Roy Franklin, Nigel Mills and Birgitte
Brinch Madsen, was set up to oversee the
Independent Review.
The forensics team from KPMG
reviewed the scope, and shadowed
and were able to provide input
at all stages of the Independent
Review. In addition, KPMG
attended IOC meetings throughout
the Independent Review.
As announced subsequently on
31 March 2025, the Independent
Review identified: issues in the
application of relevant accounting
standards; gaps and deficiencies
in the application of controls
which relate to the monitoring and
reporting of project positions within
Projects; and the need for a number
of adjustments to Wood’s prior-
year financial statements, namely
the consolidated financial accounts
for the years ended 31 December
2022 and 31 December 2023. These
restatements include revenue
adjustments, expected credit
loss changes, revised contingency
releases and write-offs of balance
sheet assets held centrally now
regarded as irrecoverable and are
outlined in the financial review.
John Wood Group PLC
Annual Report and Financial Statements 2024
122
Remediation
The Board recognises the gravity
of the
findings o
f the Independent
Review and that appropriate
remediation is essential to ensure
the preparation of accurate and
reliable financial in
formation and
to prevent similar issues arising in
the future. Consequently, the Board
has: (a) put in place a number of
immediate short-term measures; and
(b) prepared a detailed long-term
remediation plan to address the
findings o
f the Independent Review.
In order to support the effectiveness
of the remediation package, the Board
also conducted a root cause analysis
into the findings o
f the Independent
Review, including consideration of the
wider environment in which the conduct
identified by the findings occurred.
The Board concluded that pressure to
maintain previously reported positions
was one of the key issues at the heart of
those identified, alongside the close-
out of the EPC LSTK business carrying
more risk than had been anticipated by
management.
Further, the Board recognises that the
findings o
f the Independent Review as to
the application of accounting standards
were not always the result of pressure to
meet guidance and/or maintain previously
reported positions, but were in some
cases the result of a lack of detailed
understanding of accounting standards.
In considering the appropriate
remediation measures to be taken,
the Board has taken into account
the following considerations:
Pressure is a necessary and often positive
constant in a corporate environment, but
negative pressure of the type identi
fied
in the Independent Review tends to
gravitate towards the weakest point in
any culture or controls environment
The importance of creating and
sustaining an open, transparent, and
ethical culture (externally with our
auditor as much as internally) as much as
ensuring the wrong culture is prevented
from re- establishing itself
The steps taken to safeguard the
preparation of the full-year
financial
statements
A number of the issues sat at senior
management levels of the Group
Internal ownership of the delivery of the
remediation plan is a critical success
factor alongside clear sponsorship from
the Board through the executive directors
and ELT to the wider remediation team
and employee population
On that basis, even though the
Independent Review did not find similar
failures in relation to Wood’s Business
Units outside Projects, given the nature
of the failings identi
fied, the remediation
plan is not limited to the EPC LSTK
business or the Projects business unit, but
is being conducted across the Group with
the aim of improving the overall control
environment regardless of business unit
and building a more resilient and ef
ficient
business for the future.
In addition to the actions being taken as
part of the remediation plan, a number of
steps had already been taken proactively
by the Board prior to the finalisation o
f
the Independent Review. These included
changes in key personnel, steps to support
the preparation of the FY24
financial
statements, and the engagement of
external experts to assist with the revision
/ preparation of
financial in
formation for
the Independent Review and the FY24
financial statements.
The findings on management
pressure and override to maintain
previously reported positions from
the Independent Review resulted in a
very complex external audit process
including requirements to safeguard
the integrity of the FY24
financial
statements.
In addition, in terms of
remediation governance:
The Board has delegated oversight
of the remediation plan to the Audit,
Risk & Ethics Committee Chair
and the Plan Sponsor is the CEO
designate
A new permanent full-time role of
President Transformation & Risk has
been created, with responsibility
for oversight of delivery of the
remediation plan
An external firm has been
appointed as an adviser to support
the remediation plan, including
the remediation plan project
management of
fice
Under the guidance of the
Interim Group CFO and President
Transformation & Risk, a detailed
remediation plan has been developed
with key focus areas including
Leadership (in particular, tone from
the top), Finance (in particular,
culture, transformation and training),
Corporate governance, Internal
controls, Whistleblowing, and Project
governance over higher risk projects
as distinct areas of focus.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
123
Governance
Financial statements
Main responsibilities:
The Committee’s main responsibilities
include reviewing and making
recommendations on:
• Health, Safety, Security & Environment
(HSSE) and sustainability strategy and
performance
• Effectiveness of the organisation’s
policies and systems, and evidence
of a prevalent safety culture
and compliance with regulatory
requirements
• Effectiveness of the Group’s
sustainability management approach,
including risks and the setting and
achievement of targets
• HSSE and leadership development
throughout the Group, particularly in
frontline operations
• Quality and integrity of reporting of
HSSE and sustainability performance
• Preparedness for response to a major
HSSE incident
• Process for and outcomes of
investigations into major HSSE
and sustainability incidents, and
the effectiveness with which
recommendations are assimilated
throughout the Group
• Expertise and appropriateness
of the structure of the HSSE and
sustainability function throughout
the organisation
• Adequacy and effectiveness of the
Assurance programmes for HSSE and
sustainability
• Effectiveness of Board and
senior management competency
to meet its HSSE and
sustainability obligations
The Committee held four meetings in
2024, which were all held in person. In
2024, the Committee members received
quarterly performance reports including
status against key metrics, goals and
indicators, and specialist papers on focus
areas materially important to Wood’s
safety and sustainability agenda. The
Committee also engaged in discussions
with subject matter experts.
Safety & Sustainability Committee
Birgitte Brinch Madsen
Chair, Safety & Sustainability Committee
Overall attendance
100%
Member
Attendance
Birgitte Brinch Madsen
1
2/2
Susan Steele
2
4/4
Nigel Mills
3
2/2
Adrian Marsh
4
2/2
David Lockwood
5
2/2
Catherine Michel
5
2/2
Committee meetings held
4
Membership
Susan Steele chaired the Safety
& Sustainability Committee (the
“Committee”) throughout 2024,
up until she stepped down from
the Board in June 2025. Birgitte
Brinch Madsen was appointed
Chair of the Committee with effect
from 19 August 2025. Birgitte has
expertise in Environmental, Social
and Governance (ESG) and climate
change through her extensive
experience in these areas. Her
role at Danske Invest, highlights
her experience in sustainability as
this forms a signi
ficant part o
f
their reporting on the Sustainable
Finance Disclosure Regulation
(SFDR).
The Group’s Chair, Roy A Franklin,
and Chief Executive Of
ficer
(CEO), Ken Gilmartin, attended all
meetings in 2024 by invitation. In
addition, all Wood’s directors are
invited to attend the Committee
meetings. The Chair of the
Committee reports to each Board
meeting on the activity of the
Committee. The Committee has a
written charter, which is reviewed
annually, setting out its roles and
responsibilities.
Notes
1. Stepped down with effect from 10 May 2024
and reappointed 19 August 2025
2. Stepped down with effect from 18 June 2025
3. Appointed 10 May 2024
4. Stepped down with effect from 10 May 2024
5. Appointed 10 May 2024 and stepped down
with effect from 18 June 2025
Committee membership and
meeting attendance in 2024
Read the Safety & Sustainability
Committee Charter at:
woodplc.com/sandscommittee
John Wood Group PLC
Annual Report and Financial Statements 2024
124
Health, Safety and
Environmental Programme
At each Committee meeting the
members of the Board received a written
performance report from the Chief
Strategy Of
ficer, and the Committee
members scrutinised the performance
trends. Additionally, in the March
meeting, the Chief Strategy Of
ficer
presented annual objectives and targets
for the Committee’s endorsement. The
Committee considered and agreed that
the annual objectives were appropriate
to both risk and ambition of the business,
ensuring these were linked to incentive
programmes.
Executive Presidents from all business
units were invited to brief the Committee
on progress against Wood’s strategic
safety and sustainability objectives. Any
major incidents were also covered in the
sessions.
The Committee received updates on the
continued work to mature the Fatality
and Permanent Impairment (FPI)
prevention programme. It was noted
that there had been an improvement
to Wood’s Safety performance during
2024 across all Safety Metrics. The
Committee, along with the Board and
Executive Leadership team, will continue
to make Wood’s Safety performance an
ongoing focus for 2025.
At each Committee meeting, updates
were received on topics of focus such as
mental health, safety of employees and
initiatives launched by the Company,
including the ‘Make it Home’ campaign,
aimed at employee ‘hearts and minds’
engagement. It was noted that the
campaign was considered a success, with
high levels of engagement throughout
the Company.
Sustainability and ESG
The Committee received quarterly
progress reports on Wood’s sustainability
targets with analysis against target
trajectories. The Committee was briefed
on progress against Wood’s sustainability
goals and the plans in place to ensure
that Wood meets its goals and objectives
across the sustainability agenda.
The Committee was provided with
a reminder of Wood’s sustainability
framework together with an overview
of its current sustainability disclosure
commitments, both mandatory and
voluntary. The Committee reviewed
ESG ratings by MSCI and Sustainalytics
that are influenced by the Company’s
sustainability framework and disclosures,
and noted that Wood’s ratings were
comparatively strong against its peers,
remaining top quartile.
In addition, the Committee was updated
on developments in the regulatory
landscape related to sustainability
disclosure and how Wood is preparing
for them, as well as feedback from
interactions throughout the year
between the Company and its
stakeholders on sustainability matters.
These updates help the Committee
to ensure that Wood’s sustainability
approach continues to be appropriate
for the Company and its wide range of
stakeholders.
Climate change
The Committee oversaw the efforts
Wood has made to decarbonise its
operations and exceed its target
trajectory for Scope 1 and 2 emissions
reduction.
Considering the ongoing outperformance
against the Company’s carbon emissions
target, time in the Committee was given
to reviewing the existing climate-related
target in the Long-term Incentive Plan.
The Committee reviewed a range of
alternative climate-related measures
to be put forward to the Remuneration
Committee for further consideration in
target setting for future performance
cycles.
Human rights
The Committee reviewed and renewed,
with Board approval, Wood’s modern
slavery and human traf
ficking
statement, and it was issued in line with
the requirement to publish a statement
annually.
The Committee also undertook a
detailed review of the Company’s target
to ensure that worker welfare principles
are respected within its total supply
chain. They noted that Wood has a
multi-layered approach to managing
human rights risk in its supply chain
that considers a wide range of factors.
As a result, the Board approved the
reframing of the target to focus on
ensuring Wood’s total suppliers sign up
and comply with the worker welfare
principles set out by Building Responsibly.
The Committee considered this provided
a more measurable and verifiable metric
than the previous target that suppliers
have embedded the principles into their
own supply chain.
Committee evaluation
The Committee’s activities were reviewed
as part of the annual evaluation of Board
and Committee effectiveness during the
year which was internally facilitated by
Clare Chalmers Limited.
There was an overall improvement in
the format and performance of the
Committee. The continued focus of the
Committee will be to ensure clarity in its
strategic purpose.
Read the Modern Slavery & Human
Traf
ficking Statement:
woodplc.com/modernslavery
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
125
Governance
Financial statements
Brenda Reichelderfer
Chair, Remuneration Committee
Membership
Brenda Reichelderfer chaired
the Remuneration Committee
throughout 2024. All the
Committee members are
independent non-executive
directors.
As Group Chair, Roy A Franklin is
not a member of the Remuneration
Committee but attended the
majority of meetings in 2024 by
invitation. The Chief Executive
Of
ficer, Ken Gilmartin, also
attended all meetings by invitation.
Remuneration contents
Reward at a glance
129
Single figure o
f
remuneration*
130
Workforce reward
140
Remuneration Committee
144
Chair of the Board and
non-executive directors*
146
*Audited
The sections of Annual Remuneration
Report marked with an asterisk have
been audited, the remaining sections
not marked with an asterisk are not
subject to audit.
Committee meetings held
10
Overall attendance
94%
Member
Attendance
Brenda Reichelderfer
10/10
Birgitte Brinch Madsen
1
4/5
Catherine Michel
2
4/5
Nigel Mills
10/10
Jacqui Ferguson
3
5/5
Dear Shareholder
I am pleased to present to you, on
behalf of the Board, the annual report
on remuneration for the year ending
31 December 2024, which has been
approved by both the Remuneration
Committee (the “Committee”) and
the Board. The purpose of this report
is to set out the remuneration of the
executive directors, demonstrating how
their pay aligns with the remuneration
arrangements for the wider workforce,
enables the Company culture, and
supports delivery of shareholder value.
Business context
2024 was a challenging year for the Group
and a painful one for our shareholders.
Following the new approach from Sidara
in February 2025, the Committee has
spent significant time considering the
implications of a potential Sidara deal from
a remuneration and reward perspective for
both our executive directors and the wider
workforce. The Committee has also been
very mindful of the shareholder experience
throughout 2024 and into 2025 in our year-
end decision-making process with regards
to remuneration and believe the decisions
reflect the best options available in the
given circumstances.
Remuneration and performance
outcomes for 2024
The application of the Remuneration
Policy in 2024 continued to focus
management on achieving long-
term value for the business, with a
particular emphasis on simplification
and profitability. Assurance o
f these
achievements against targets set out
below have been carried out by internal
audit, validated independently by the
Safety & Sustainability and Audit
Committees, with a further external
audit carried out by KPMG, following the
end of the
financial year. The Committee
did not make any adjustments to
performance targets for ABP or LTIP
plans during the year.
Annual Bonus Plan Outcome
The annual bonus for 2024 was focused
on incentivising the delivery of pro
fitable
growth with a 90% weighting on financial
measures and the remaining 10% linked
to our ESG framework. Progress was
made against the stretching targets
set at the start of the year, resulting in
a formulaic outcome for the executive
directors of 12% of maximum.
However, the Committee was supportive of
management’s proposal to not pay a bonus
in respect of 2024. We believe this outcome
appropriately reflects the wider stakeholder
experience over the year and is in line with
the approach for the Executive Leadership
Team (ELT) and the wider workforce.
Letter from the Chair of the Remuneration Committee
Committee membership and
meeting attendance in 2024†
Read the Remuneration Committee
Charter at:
woodplc.com/remcommittee
Notes
†Includes scheduled and ad hoc meetings
1. Appointed 10 May 2024
2. Appointed 10 May 2024 and stepped down
with effect from 18 June 2025
3. Stepped down with effect from 9 May 2024
John Wood Group PLC
Annual Report and Financial Statements 2024
126
Long-Term Incentive Plan (LTIP)
Outcome
The performance measures for
LTIP 2022-2024 were relative Total
Shareholder Return (TSR) against a
select group of peer companies (50%
weighting); adjusted EBITDA margin
growth (30% weighting); revenue
growth (10% weighting); and ESG
measures (10% weighting) equally split
between carbon emission reductions
and improvement of representation of
women in leadership roles. Targets were
disclosed to shareholders at the time of
grant and no changes have been made
to performance measures or targets.
As a result of the suppressed share price,
the TSR measure lapses in full. Both
revenue growth and adjusted EBITDA
margin failed to meet their respective
thresholds and therefore lapse in full.
However, both ESG measures were
achieved in full, re
flecting our continued
progress in these areas. This results in an
overall vesting level of 10% of maximum,
with vesting in March 2027 for the
executive directors.
In its consideration of the outcome, the
Committee was mindful that awards
were granted in 2022 and therefore their
value has been impacted by the recent
drop in share price, such that the awards
are now worth less than 10% of their
original value at grant. The 23,427 shares
granted to the CEO, Ken Gilmartin, and
due to vest in 2025 are now valued at
c.£4,230 based on the share price at point
of suspension. Therefore, the Committee
was comfortable that executives had been
appropriately aligned with the experience
of shareholders and did not consider it
necessary to apply any discretion.
Proposed policy application for 2025
The Committee considers that the
Directors’ Remuneration Policy operated as
intended in respect of 2024 and therefore
is not proposing significant changes to its
implementation for 2025. Full details of our
proposed implementation of the Directors’
Remuneration Policy for 2025 can be found
on page 139.
Salary and benefits
Taking into account the business context
and current cost pressures, there was no
salary increase for the executive directors
and ELT members for 2025. There
was no change to benefits or pension
arrangements.
Annual Bonus Plan
For 2025, the maximum bonus opportunity
for the CEO, Ken Gilmartin remains at
175% of base salary, which continues to
be below the Policy maximum of 200% of
base salary. The Interim CFO is not eligible
to participate in the group annual bonus.
We continued to apply broadly the same
bonus structure as in 2024, with an
increased weighting of 95% on
financial
measures to directly incentivise the
delivery of pro
fitable growth over the
year ahead. Adjusted EBIT is weighted
at 47.5%; operating cash at 47.5%; and
safety at 5%, maintaining the enhanced
emphasis on financial per
formance
whilst remaining focused on safety.
Ken Gilmartin departure
On 15 October 2025 we announced
that Ken Gilmartin had informed the
Board of his intention to step down
from his position as CEO after the
upcoming shareholder vote on the
Sidara transaction. Details of his leaving
arrangements will be published on the
Company’s website in due course.
Long-Term Incentive Plan
As a result of the announcement of Ken
Gilmartin stepping down as CEO, no
Executive Director will be eligible for an
LTIP for 2025-27.
David Kemp departure
As disclosed in our 2023 annual report,
David Kemp stepped down from the
position of Chief Financial Of
ficer
and the Board on 14 April 2024 when
his successor Arvind Balan joined the
Company. David remained with the
business until 15 November 2024 to
ensure a smooth transition and provide
support on portfolio rationalisation.
David’s treatment on departure was
in line with the Remuneration Policy.
He continued to receive his base salary,
normal pension contributions and benefits
in accordance with his service agreement
for the duration of his employment. He
was treated as a good leaver for the
purposes of his incentives. He remained
eligible for a pro-rated 2024 annual bonus,
however, as set out above, there was no
payout in respect of the 2024 bonus.
David’s outstanding deferred share
awards will vest no earlier than the normal
vesting dates. His outstanding unvested
LTIP awards will also vest no earlier than
their normal vesting dates, subject to the
satisfaction of applicable performance
conditions at the relevant vesting date and
to time pro rating as appropriate. David
did not receive an award under the LTIP for
2024-2026.
Arvind Balan departure
Arvind Balan resigned from his roles
as Chief Financial Of
ficer and as an
executive director on 19 February 2025.
Arvind continued to be an employee
until 18 April 2025 to ensure a smooth
transition, during which time he
continued to receive his contractual
salary and benefits. Arvind was paid in
lieu of his salary and the cost of pension
and benefits
for the unexpired portion of
his notice period, with payments made in
instalments and subject to mitigation.
Arvind did not receive a bonus in respect
of 2024. His 2024-26 LTIP award and
outstanding performance-based buyout
awards will continue to be eligible to vest
on the normal vesting dates, subject to the
satisfaction of the applicable performance
conditions and time pro-rating, with a
two-year post-vesting holding period to be
applied as normal. His outstanding buyout
awards granted upon recruitment in the
form of Conditional Shares will continue
to vest on their normal vesting dates. See
page 133 for further details.
Iain Torrens appointment
Iain Torrens was appointed as interim
CFO on 27 February 2025. Due to the
fixed term nature o
f his role, Iain will
receive only a base salary of £15,000 per
week (equivalent to £780,000 per year)
and certain benefits during his tenure.
As Interim CFO he is not eligible for the
group annual bonus or LTIP. As announced
on 15 October, Iain will be appointed
CEO, following Ken Gilmartin stepping
down from the role after the upcoming
shareholder vote on the Sidara transaction.
Details of his compensation will be
published in due course.
Independent Review
The Committee is in the process of
reviewing the impact of the Independent
Review and the ongoing FCA
investigation and any associated actions
and will consider further in due course if
any malus or clawback should be applied
to remuneration paid or awards granted.
Given the Committee’s review is ongoing,
the Committee has delayed the vesting
of deferred bonus and LTIP awards that
would otherwise have vested in March
2025 until the conclusion of their review.
Looking ahead
Our Directors’ Remuneration Policy is
due for renewal at the 2026 AGM in
accordance with the normal three-year
cycle. I trust that in the report for 2024
we have clearly explained our application
of the existing Directors’ Remuneration
Policy and I look forward to your support
on the relevant resolution at the AGM.
Brenda Reichelderfer
Chair, Remuneration Committee
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
127
Governance
Financial statements
Remuneration Policy
The Remuneration Policy was reviewed and approved by shareholders at the 2023 AGM and took effect from that date. The
Committee undertook shareholder consultation to ensure views were understood and listened to. The objective of the Remuneration
Policy is to set the criteria for all components of executive remuneration, including award levels and performance measures. The
aim is to provide a compensation package incentivising the long-term success of Wood. We achieve this through a mix of
fixed and
variable pay, with the intent of providing a competitive total reward package that attracts and retains executives, aligned to our
strategy of incentivising executive leaders and the interests of our shareholders. A revised policy will be put to shareholders at the
AGM in 2026.
In reviewing our Policy and its application, the Committee was mindful to consider the following areas as required under the UK
Corporate Governance Code and believe that we have fully considered each as described below:
Clarity
We fully disclose our decisions regarding remuneration targets and outcomes in our annual report
on directors’ remuneration. We carry out regular stakeholder engagement throughout the year as
necessary. Our wider workforce remuneration arrangements focus on ensuring we are internally fair,
whilst remaining externally competitive. We are improving transparency of our remuneration and
seek to gain feedback from our global workforce via our employee engagement surveys and Board
engagement sessions.
Simplicity
Our performance measures for short- and long-term incentives are simple and aligned to our
stakeholders, with the operation, targets and outcomes fully disclosed in the annual report each
year. Where possible we communicate future performance measures and targets, such as in our
long-term incentives, but in certain areas, such as short-term incentives, are unable to, due to
commercial sensitivity. Participants are provided with engaging supporting documentation to ensure
understanding, with regular updates provided during each performance period, to drive positive
behaviours and business performance in line with our business goals.
Proportionality
As defined in our Policy, total remuneration is more heavily weighted towards variable pay linked
to Company-wide performance and stakeholder experience. Individual performance is aligned with
delivering the long-term strategy. The Committee reserves the right to apply discretion to ensure that
poor performance is not rewarded; outcomes may be adjusted to re
flect stakeholders’ experience.
Predictability
The Committee discloses and explains all relevant limits and discretions allowed under the terms of
the Policy. This is further demonstrated in our remuneration report each year.
Alignment to
culture
Incentive plans are linked to business strategy, overall performance, and growth through a mix of
financial and non-financial targets. They reward those who exempli
fy behaviours which align to our
purpose, culture and values, aiding delivery of our strategy.
Risk
Governance of our remuneration arrangements ensure that rewards are not excessive compared to
Company results and stakeholder experience. We review our performance measures and targets of
our incentive plans to ensure they do not lead to excessive risks or poor behaviours. The Committee
monitors the overall performance of executive directors and assesses the overall outcome of
performance in the relevant
financial year. Our enhanced malus and clawback provisions sa
feguard
the Company against future risk in relation to our short- and long-term incentive plans.
The Directors’ Remuneration Policy can be found at:
woodplc.com/rempolicy
John Wood Group PLC
Annual Report and Financial Statements 2024
128
Our executive remuneration at a glance
Performance measure
Incentive
plan
Outturn
Achievement
(% of max)
2
EBITDA
1
ABP
339m
0%
Free cash flow
ABP
(28)m
0%
Revenue Backlog
ABP
5,471m
23%
Voluntary employee turnover
ABP
10.8%
100%
FPI
ABP
0
100%
Safety leadership engagements
ABP
5,439
100%
TSR against peer group
LTIP
Below
median
0%
EBITDA Margin
LTIP
6.2%
0%
Revenue Growth
LTIP
5.5bn
0%
Carbon emissions reduction
LTIP
75%
100%
Improvement in leadership
gender diversity
LTIP
37%
100%
As a result of the performance shown
$339m
Adjusted EBITDA
1
$5.5bn
Revenue
37%
Gender diversity
10.8%
Voluntary employee
Performance snapshot
ABP
0
1
3
2
4
5
6
1
Incentive award timelines
Performance Period
Holding Period
LTIP
3
2
2
Ken Gilmartin
0
50
150
100
200
250
300
107%
Shareholding requirements
Shares held as % of salary
Shareholding requirement
Arvind Balan
179%
Alignment to strategic pillars
Profitable
Growth
Inspired
Culture
Performance
Excellence
Annual
bonus
plan
EBITDA (40%)
●
Revenue backlog
(10%)
●
●
Cash generation
(40%)
●
Safety (5%)
●
●
Voluntary employee
turnover (5%)
●
●
Long-term
incentive
plan
TSR (30%)
●
●
EBITDA (60%)
●
●
Carbon emission
reductions (5%)
●
●
Improvement in
leadership gender
diversity (5%)
●
●
Underpins
Discretionary matrix
●
●
●
Other
Holding periods
●
●
Shareholding
●
Executive director remuneration arrangements for 2025
Ken Gilmartin – Outgoing CEO
• Salary - £803,400 (no increase)
• Pension - 9% of salary
• Benefits - in line with the UK work
force
• Annual bonus - 175% of salary
• LTIP - following the announcement on 15 October that
he will be stepping down as CEO, Ken Gilmartin will
not be granted an LTIP award in respect of 2025.
• Shareholding requirements - unchanged
• Malus & clawback - unchanged
Iain Torrens – Interim CFO
• Iain Torrens was appointed interim CFO on 27 February
2025. Due to the fixed-term nature o
f this role, Iain is
not eligible for the group annual bonus and LTIP.
Arvind Balan – Former CFO
• Details of Arvind Balan’s 2025 remuneration are
provided on page 133
1. Adjusted EBITDA before non-exceptional Independent Review charges
2. The Committee was supportive of management’s proposal to not pay a
bonus in respect of 2024.
Years
%
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
129
Governance
Financial statements
Single figure o
f remuneration*
The following table sets out the single
figure o
f remuneration received or receivable (£000’s) in the year for each individual for their
time spent as executive directors. No remuneration for executive directors was waived during the year.
Year
Salary
(a)
Benefits
(b)
Bonus
Long–term
incentives
(c)
Other
(d)
Pension-
related
benefits (e)
Total
Total fixed
remuneration
Total variable
remuneration
Executive directors
Ken Gilmartin
2024
£803
£64
£0
£26
£0
£59
£952
£926
£26
Ken Gilmartin
2023
£773
£170
£562
£27
£675
£60
£2,267
£1,003
£1,264
Arvind Balan
2024
£392
£10
£0
£0
£3,984
£29
£4,415
£431
£3,984
David Kemp
2024
£157
£4
£0
£32
£0
£14
£207
£175
£32
David Kemp
2023
£526
£35
£328
£41
£0
£47
£977
£608
£369
Notes to the single figure o
f remuneration
a. Salary received during the year.
b. Taxable benefits received during the year. These include transport allowance and private medical cover. Ken also received medical coverage
for his dependants
whilst they remain in the US; this has been included using a conversion rate of 1 GBP = 1.25 USD and £40,041 in relation to 32,795 matching shares granted
under the Employee Share Plan. Arvind received reimbursement for travel costs between his home in Nottingham and London. The 2023 values have been
restated to include previously omitted amounts of £29,156 for Ken in relation to 19,103 matching shares granted under the Employee Share Plan, and £21,189 for
David in relation to 13,683 matching shares granted under the Employee Share Plan and Share Incentive Plan.
c. The share price used to calculate the LTIP value is £0.88, the three-month average share price to the end of the performance period. The share price at grant
was £1.88. The LTIP value calculated at the share price at the time of suspension of trading, £0.18, is £5,271 for Ken and £6,460 for David. The value at the
agreed offer price of £0.30 is £8,785 for Ken and £10,767 for David, materially lower than the price and value required under the disclosure regulations. There is
no value attributable to share price growth.The LTIP value for Ken reported for 2023 has been restated to re
flect the share price at date o
f vesting.
d. This amount relates to the non-performance-based element of Arvind Balan’s buyout arrangements. The value provided above is based on the fair market value
used to determine the number of shares (the average share price for the two weeks prior to the commencement date on 15 April 2024). The fair market value of
the awards was £723,826 at the date of his departure.
e. Pension figure reflects cash value o
f de
fined contribution pension contribution or cash alternative, as detailed in the next section. The aggregate amount o
f
executive directors’ remuneration (salary, benefits including cash pension allowances; and bonus and long-term incentives) is £5,574,659. The aggregate amount
of Company contributions to executive directors’ pension schemes was £102,535.
f.
The Committee is in the process of reviewing the impact of the Independent Review and the ongoing FCA investigation and any associated actions and will
consider further in due course if any malus or clawback should be applied to remuneration paid or awards granted. Given the Committee’s review is ongoing,
the Committee has delayed the vesting of deferred bonus and LTIP awards that would otherwise have vested in March 2025 until the conclusion of their review.
To the extent that provisions are applied, any adjustments will be published in the 2025 annual report.
Pension benefits
In line with the Policy, executive directors can choose to participate in the relevant local defined contribution pension arrangement
or receive a cash allowance in lieu of pension, or a combination thereof. In line with our current policy and aligned with the wider
workforce, payment may be up to 9% of base salary in the UK. Ken Gilmartin, David Kemp and Arvind Balan receive a
fixed employer
contribution of £10,000 per annum and the remaining balance to the 9% is paid as a cash allowance. Normal retirement age speci
fied
in the pension plan rules is 65 years. There are no additional benefits that become receivable in the event o
f early retirement.
Bonus
For 2024, the maximum bonus opportunity was 175% of base salary for Ken, 170% for Arvind and 150% for David, with David’s
opportunity being pro-rated to reflect the duration o
f his tenure during 2024. The bonus measures were focused on incentivising the
delivery of pro
fitable growth with a 90% weighting on financial measures and the remaining 10% weighting on an ESG
framework.
Financial measures were further split into three measures – a 40% measure of pro
fit, a 40% measure
for cash generation and a
10% measure of revenue backlog as illustrated in the chart below. To assure achievement of outcomes against targets within variable
incentives, performance is considered and approved by the Safety & Sustainability Committee, with a further external independent audit
carried out following the end of the
financial year as appropriate.
Bonus award achievement summary
As set out in the letter from the Chair of the Remuneration Committee, despite making some progress against the targets set,
in light of the underlying performance of the business and the shareholder experience during the year, management proposed
to the Committee that there would be no annual bonus paid in respect of 2024. This proposal was agreed by the Remuneration
Committee and discretion was applied to reduce the bonus to nil. The chart below provides a summary of the overall bonus
achievement prior to the application of discretion to reduce the outcome to nil:
Formulaic award outcome as a
% of max bonus opportunity:
Final award as a % of
max bonus opportunity:
0%
of max
Discretion applied to
reduce bonus to nil
Cash generation 0%
Profit 0%
Revenue backlog 23%
ESG 100%
Bonus measures/
weightings
Cash generation 40%
Profit 40%
Revenue backlog 10%
ESG 10%
12%
of max
John Wood Group PLC
Annual Report and Financial Statements 2024
130
Executive directors’ remuneration
ESG measures and outcomes
ESG measures accounted for a total of 10% of the maximum
bonus opportunity and consisted of three Key Performance
Indicators (KPIs) weighted as follows:
• 2.5% Fatality and Permanent Impairment (FPI)
• 2.5% Delivery against leadership safety engagement
• 5% Improvement in voluntary professional employee turnover
To provide assurance of achievement outcomes against targets,
performance is considered and approved by the Internal Audit
and Safety & Sustainability Committees.
For leadership safety engagement and voluntary progressional
turnover, threshold performance was set at 85% of target,
with maximum bonus achieved upon when results exceed 115%
of target. Upon achieving threshold performance, 20% of the
maximum bonus is paid; if target performance is met, 50%
of the maximum bonus opportunity is paid; 100% is payable
for reaching maximum performance. Performance between
threshold and target and between target and maximum will
result in a proportionate amount calculated on a straight-line
basis.
For Fatality and Permanent Impairment, no bonus will be
payable for this portion if the target of zero is not met.
Measure
Target & payment
Achieved
Fatality &
Permanent
impairment (FPI)
Zero FPI
100% payable
Zero FPI
Delivery against
leadership safety
engagement
Complete 4,741 safety
leadership safety
engagements
100% payable
5,439 leadership
safety engagements
completed
Improvement
in voluntary
professional
employee turnover
Voluntary turnover to
be 13%
100% payable
10.8% achieved
Use of discretion
Using the discretionary matrix for guidance, the Committee
considered the experience of all stakeholders during the
performance period, including clients, investors, suppliers,
and the wider workforce, supported by reports from audit
and the Safety & Sustainability Committee. As set out above,
management and the Committee agreed there would be no
annual bonus in respect of 2024.
A full copy of the discretionary decision matrix can be found at:
woodplc.com/discretionarymatrix
Financial measures and outcomes
Financial measures for the bonus year which ended 31
December 2024 consisted of:
• Profit target – we used Adjusted Earnings Be
fore Interest,
Taxes, Depreciation and Amortisation as our measure of
success
• A cash generation target – measured on free cash
flow
• Growth – measured through revenue backlog additions
Threshold performance for 2024 was 85% of target, with
maximum bonus achieved when results exceed 115% of
target. Upon achieving threshold performance, 20% of
maximum bonus is paid; if target performance is met, 50%
of the maximum bonus opportunity is paid; 100% is payable
for reaching maximum performance. Performance between
threshold and target and between target and maximum will
result in a proportionate award calculated on a straight-line
basis as illustrated in the following graphic.
Adjusted EBITDA
Achieved
$339m
Cash generation
% max achievement
0%
Achieved
$(28)m
Target
$37m
Maximum
$74m
% max achievement
0%
Threshold
$414m
Target
$460m
Maximum
$509m
Note:
Illustrations not to scale
Revenue backlog
Achieved
$5471m
Threshold
$5377m
Target
$6326m
Maximum
$7274m
% max achievement
23%
Threshold
$0m
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
131
Governance
Financial statements
Long-term incentives – Long-Term Incentive Plan (LTIP 2022-2024)
The figures set out in the single figure o
f remuneration table are related to the performance period which ended on 31 December
2024. The participation level for Ken was 100% (based on his previous role as COO); and for David it was 140%. Participation
levels for both Ken and David were reduced due to the material fall in share price between 2021 and 2022. To provide assurance of
achievement outcomes against targets within variable incentives, performance is considered and approved by Internal Audit and
the Safety & Sustainability Committee, with a further external independent audit carried out following the end of the
financial year
as appropriate. For the TSR and ESG performance measures, upon reaching the threshold, 25% of the relevant measure becomes
payable; and on reaching the maximum, 100% of the relevant measure becomes payable. For Adjusted EBITDA margin percentage
improvement and revenue growth, 10% of that element of the award becomes payable on reaching threshold and 100% is payable
on reaching maximum performance.
For achievement between threshold and maximum, the allocation is on a straight-line basis. No award is made for less than
threshold performance. The targets for LTIP 2022-2024, including the weightings of the performance measures and the extent to
which they were achieved, are set out in the table below.
As disclosed in the 2022 remuneration report, to ensure a like-for-like comparison between the performance assessed and the
targets set, targets were adjusted as a result of the sale of the Built Environment Consulting business. The Committee is satis
fied
that the adjustment to the targets is fair and reasonable and that the revised targets are of commensurate stretch to the original
targets.
Measure
Weighting
Threshold
Maximum
Achieved
Award %
TSR
a
50%
50
th
percentile
75
th
percentile
Below 25
th
percentile
0%
Adjusted EBITDA margin percentage improvement
30%
7.7%
8.4%
6.2%
0%
Revenue growth ($bn)
10%
$5.8n
$6.5bn
$5.5bn
0%
Carbon Emission Reduction
5%
23%
34%
75%
5%
Leadership gender diversity
5%
33%
35%
37%
5%
Notes
a.
Total Shareholder Return (TSR) is a measure of the growth in John Wood Group PLC (JWG) share price plus dividends and other shareholder returns over
the period; performance is measured relative to a peer group of comparative companies. Each company is ranked and JWG’s position in this group used to
measure success. The TSR peer group for the performance period comprised the following companies – Aker Solutions, Fluor, Hunting, KBR, Maire Tecnimont,
Petrofac, Saipem, SBM Offshore, AtkinsRealis, Technip Energies, TechnipFMC, Tecnicas Reunidas, and Worley. As previously communicated, the TSR peer group
was adjusted following the sale of Built Environment Consulting in 2022 with the removal of Jacobs, WSP, Stantec, Tetratech and Aecom. Maire Technimont
and Tecnicas Reunidas were added due to energy focus. The Committee applies the following approach when the TSR peer group is impacted by acquisition
or other corporate activities during the performance period – if a company has been in the peer group for more than half the performance period then this
company will be retained in the peer group, adjusting to the end of the period for the movement in the acquiror’s share price. If a company has not been in for
half of the performance period, then it will be removed and not replaced.
LTIP award achievement summary
TSR performance was below median against the comparator group and was therefore below threshold performance and therefore
no portion of the award related to these elements (50% of maximum) will vest. Performance under EBITDA margin improvement
and revenue growth did not achieve threshold performance, therefore no portion of the award related to these measures will
vest (40% of maximum). Wood achieved two of the performance measures, carbon emissions reductions and leadership gender
diversity, and this has been independently assured. Carbon emissions reduction was 75% compared to 2019. Women represented
37% of leadership roles for 2024 re
flecting our strong progress in improving our gender diversity. In its consideration o
f the outcome,
the Committee was mindful that awards were granted in 2022 and therefore their value has been impacted by the recent drop
in share price, such that the awards are now worth less than 10% of their original value at grant. Therefore, the Committee was
comfortable that executives had been appropriately aligned with the experience of shareholders and did not consider it necessary to
apply any discretion.
Ken Gilmartin participated in LTIP 2022-2024 subject to performance prior to his qualifying service as an executive director. Ken will
receive 29,284 shares vesting from the LTIP award which will deliver 80% no earlier than March 2025 and 20% no earlier than March
2027. David Kemp will receive 35,891 shares vesting from the LTIP award which will be delivered no earlier than March 2027.
The discretionary decision matrix can be found at
woodplc.com/discretionarymatrix
LTIP performance against targets
LTIP measures/weightings:
LTIP performance vesting:
10%
of max
EBITDA margin percentage 30%
TSR 50%
Revenue growth 10%
ESG 10%
John Wood Group PLC
Annual Report and Financial Statements 2024
132
Executive directors’ remuneration
continued
Leaving arrangements for David Kemp*
As announced in November 2023, David stepped down from the position of CFO and the Board on 14 April 2024 when his successor
joined the Company. David remained with the business until 15 November 2024 to ensure a smooth transition and provide support
on portfolio rationalisation. His termination arrangements comply with the Policy. David continued to receive his contractual salary,
allowances, benefits and pension benefits until 15 November 2024 (£359,386 payment to past director) at which point he retired
from the business. Given that he remained with the business for the majority of the year, David received a salary increase of 4%
with effect from 1 January 2024. David did not receive an award under the 2024-2026 LTIP award.
In line with the 2023 Policy, the Committee deemed that due to leaving for retirement he would be treated as a good leaver under
the Long-Term Incentive Plan (LTIP), Annual Bonus Plan (ABP), Employee Share Plan (ESP) and Share Incentive Plan (SIP). The
Committee deemed the following:
•
ABP for the 2024 performance period to apply pro-rata to 15 November 2024, with 75% of any award paid in cash and 25% as a
deferred share-based award. As disclosed, the Committee determined that no payment will be made in respect of ABP 2024
•
LTIP 2022-2024 and LTIP 2023-2025 will vest no earlier than their normal vesting dates, subject to satisfaction of applicable
performance conditions at the relevant vesting date and to time prorating as appropriate. A two-year post-vesting holding period
will apply as normal
•
ABP deferred awards granted in respect of 2022 and 2023 performance will vest no earlier than the normal vesting dates in 2025
and 2026.
•
Employee Share Plan and Share Incentive Plan matching shares were released upon termination in line with plan rules
David was also eligible to receive a Company contribution towards legal fees of up to £5,000
As a former executive director, David will comply with post-cessation employment shareholding requirements as outlined in the
Company’s Directors’ Remuneration Policies approved by the shareholders on 29 June 2020 and 11 May 2023, respectively. In respect
of share awards granted from 1 January 2020, 100% of salary in year one following cessation of employment, reducing to 50%
of salary in year two. In respect of shares granted from 1 January 2023 onwards, 100% of salary for two years. On the second
anniversary of the cessation of employment, all requirements will cease and restrictions on his share account will be lifted. Other
than the amounts disclosed above, David will not be eligible for any remuneration payments, including for loss of of
fice.
Leaving arrangements for Arvind Balan
Arvind stepped down from his roles as Chief Financial Of
ficer and as an executive director on 19 February 2025. Arvind continued to
be an employee until 18 April 2025 to ensure a smooth transition, during which time he continued to receive his contractual salary
and benefits. Arvind was paid in lieu o
f his salary and the cost of pension and bene
fits
for the unexpired portion of his notice period,
with payment made in 10 equal instalments of £50,850.90 and subject to mitigation.
Arvind also received a payment in lieu of
five days o
f holiday in respect of 2024, in line with the policy for the wider workforce, a
Company contribution towards legal fees of up to £5,500 and he is eligible for outplacement support of up to £75,000.
Arvind did not receive a bonus in respect of 2024, consistent with the approach for the Executive Leadership team and wider
workforce. Arvind will be eligible to receive a pro-rated bonus in respect of 2025 for completed months worked in the year (i.e. for
January only), with 75% of any award paid in cash and 25% as a deferred share-based award.
As part of his recruitment arrangements Arvind was granted buyout awards on 19 April 2024 in the form of Conditional Shares
under the Wood Discretionary Share Plan 2023 to compensate him for awards forfeited on leaving his former employer (referred
to as “Buyout 2” in the table on page 134). The awards granted to compensate Arvind for his forfeited 2022 LTIP (1,430,822 shares
with a value of £347,117 based on the share price of 19 February 2025) and 2023 bonus deferred shares (257,036 shares with a value
of £62,357 based on the share price of 19 February 2025) will continue to vest no earlier than March 2025. These awards were not
subject to performance conditions.
He was also granted performance-based awards on 19 April 2024 to compensate for his forfeited 2023 LTIP (1,306,403 shares with
a value of £316,933 based on the share price of 19 February 2025) (referred to as “Buyout 3” in the table on page 134) and for his
2024 Wood LTIP Award (591,226 shares with a value of £143,431 based on the share price of 19 February 2025). These awards will be
eligible to vest on the normal vesting dates (March 2026 and March 2027 respectively), subject to the satisfaction of the applicable
performance conditions and time pro-rating. In the event that these LTIP awards vest, a two-year post-vesting holding period will
apply as normal.
As a former executive director, Arvind will comply with post-employment shareholding requirements outlined in the Policy. He will be
expected to hold certain shares for two years. On 18 April 2027, all requirements will cease and restrictions on his share account lifted.
He has not and will not receive any other payment, including for loss of of
fice.
Iain Torrens joining arrangements
Iain Torrens was appointed as interim CFO on 27 February 2025. Due to the fixed-term nature o
f his role, as interim CFO Iain will be
eligible to receive only a base salary of £15,000 per week (equivalent to £780,000 per year) and certain bene
fits during his tenure.
He is not eligible to participate in the group annual bonus or LTIP and he is not subject to the shareholding requirements. The
Committee is aware that his base salary has been set higher than for the previous incumbent CFO and typical market practice, but
felt it was imperative to act swiftly in appointing an interim CFO with the necessary experience, and that it was appropriate given
the lack of variable pay opportunity for this interim role.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
133
Governance
Financial statements
Share-based interests awarded during the year*
Long-Term Incentive Plan
The following table sets out the awards made to executive directors under the LTIP for the performance period 2024-2026 as
detailed in our previous report. As disclosed in last year’s report and in line with our Policy, performance measures are based on
relative TSR (30% weighting), Adjusted EBITDA (60% weighting) and an ESG framework (10% weighting). For all measures, 25%
becomes payable on reaching threshold; and for all measures 100% becomes payable on reaching maximum. These awards will
continue to be monitored for windfall gains and the Committee can apply discretion as appropriate at the end of the performance
cycle, informed by the discretionary decision matrix.
Executive
director
Participation
level
Salary relevant
to performance
cycle
Face value
of award
Type
of award
Performance
period
Holding period
for 100% of
award
Dividends
Ken Gilmartin
200%
£803,400
£1,606,800
Conditional
award of
shares
awarded
under the
Discretionary
Share Plan
rules
1 Jan 2024 - 31
Dec 2026
Two years
from vesting
Dividend equivalents are
paid on the vesting date
based on the number of
vested shares at the end
of the performance period
Arvind Balan
185%
£550,000
£1,017,500
Notes
The awards above were granted as conditional share awards based on base salary x participation level, calculated using the opening share price of £1.7210 as at
January 2024.
Performance is measured over a period of three
financial years, with 100% o
f any award deferred for a period of two years
following the end of the performance period. This timeline for executive director awards is demonstrated below:
LTIP timeline
Year 1
Year 2
Year 3
Year 4
Year 5
Award
granted
Performance outcomes
award vest
Shares
available
Three-year performance period
Two-year holding period
Arvind Balan buyout awards
To compensate Arvind for incentive arrangements that were forfeited on leaving his previous employer, and as permitted under the
Policy, the following buyout awards were made.
Executive
director
Basis
Number of
Shares
Face value
of award
Type
of award
Performance
period
Earliest
Vesting date
Dividends
Arvind
Balan
Buyout 1
1,290,850
£1,726,584
Conditional
award of shares
awarded under
the Discretionary
Share Plan rules
n/a
19 Apr 2024
n/a
Buyout 2
1,687,858
£2,257,604
n/a
1 Mar 2025
Dividend equivalents are paid on
the vesting date based on the
number of vested shares at the
end of the performance period
Buyout 3
1,306,403
£1,747,387
1 Jan 2023 -
31 Dec 2025
20 Mar 2026
Notes
The awards above were granted as conditional share awards calculated using a share price of £1.3376 which was the average share price for the two weeks prior
to Arvind’s commencement date (15 April 2024).
John Wood Group PLC
Annual Report and Financial Statements 2024
134
Executive directors’ remuneration
continued
42%
Statement of directors’ shareholding and share interests
Share interests summary*
The table below sets out the total number of shares held by each executive director as at 31 December 2024, with and without
performance conditions; the declaration includes shares held by connected persons as de
fined
for the purposes of section 96B (2)
of the Financial Services and Markets Act 2000. Where applicable, the
figures include interest in retained long-term plan awards.
Changes in the shareholding of directors between 31 December 2024 and 24 October 2025 are related to permitted purchases
under the Wood employee share plans. Ken acquired an additional 12,741 during this period. None of the executive directors had a
material interest in any contract, other than a service contract, with the Company or any of its subsidiary undertakings.
Beneficial interest
Shares owned
outright as at
1 January 2024
Shares owned
outright as at
31 December 2024
Unvested share awards
Vested
unexercised
Share interests without
performance conditions
b
Share interests with
performance conditions
c
Executive director
Ken Gilmartin
697,026
1,207,696
212,452
2,224,550
-
Former executive directors
Arvind Balan
-
657,065
1,687,858
1,897,629
-
David Kemp
a
217,783
285,513
137,272
723,157
-
a. Shareholding at date of cessation of employment.
b. Includes matching shares under Employee Share Plan of 51,898 for Ken and 9,750 for David. These shares are only subject to service condition.
c. The share interests with performance conditions column includes the maximum LTIP 2022-24. This award is due vest at 10% of the maximum as shown on
page 132.
Shareholding requirements*
The revised Policy approved at our 2023 AGM made no changes to the requirement for the CEO to hold shares valued at 250% of
base salary and the other executive directors to hold shares valued at 200% of base salary. There is no time period in which they
must achieve the requirement. The extent to which each director met the shareholding guidelines as at 31 December 2024 is shown
in the chart below. Shareholding and shares are not subject to any further performance conditions but may be subject to other
conditions such as continued employment.
0%
50%
100%
150%
200%
250%
300%
107%
Notes to shareholding guidelines achievement
Shareholding is calculated using the closing mid-market share price on 31 December 2024 of £0.656 and base salary levels at the same date. For the purposes of
the calculation, a 50% reduction has been applied (on the assumption of a “sell to cover” at point of exercise) to account for any tax liabilities on awards.
Although the executive directors have not reached their required shareholding, this reflects that the LTIP per
formance has resulted
in minimal outcomes over recent years, compounded by the fall in share price and time in role. To assist in achieving the shareholding
requirement, Ken continued to purchase shares over and above any awards earned during his employment via the Wood Employee
Share Plans. During the course of 2024, Ken contributed £80,082 to the plans. Ken has also paid approximately £88,700 to date
from his own cash resources to meet the tax liability on vesting shares over the last three years to ensure that he maximises his
alignment with shareholder interests, although the Policy does allow him to sell shares to meet such liability. Additionally, Ken
purchased an additional 428,178 shares during 2024 from his own resources to assist in building his shareholding further.
179%
Ken Gilmartin
Arvind Balan
David Kemp
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
135
Governance
Financial statements
Share interests table*
Details of executive directors’ interests in long-term incentive and bonus plans as at 31 December 2024; all interests are awarded as
share options or conditional share awards:
Date of
award/
performance
period
Performance
conditions
Y/N
Earliest
exercise/
vest date
Exercise
price per
share
Market
value at
date of
exercise/
vest per
share
Number
as at 1 Jan
2024
Granted
in 2024
Exercised
in 2024
Lapsed
in 2024
Dividends
awarded as
additional
share
options
Number
as at 31
December
2024
Ken Gilmartin
LTIP
2021 – 2023
Y
Mar 2024
-
£1.29
209,018
-
16,721
188,117
-
4,180
LTIP
2022 – 2024
Y
Mar 2025
-
-
292,845
-
-
-
-
292,845
LTIP
2023 – 2025
Y
Mar 2026
-
-
998,062
-
-
-
-
998,062
LTIP
2024 – 2026
Y
Mar 2027
-
-
-
933,643
-
-
-
933,643
ABP 2022
18 Apr 2023
N
Mar 2025
-
-
74,756
-
-
-
-
74,756
ABP 2023
19 Apr 2024
N
Mar 2026
-
-
-
81,618
-
-
-
81,618
Total
1,574,681
1,015,261
16,721
188,117
-
2,385,104
Arvind Balan
LTIP
2023 – 2025
Y
Mar 2026
-
-
-
1,306,403
-
-
-
1,306,403
LTIP
2024 – 2026
Y
Mar 2027
-
-
-
591,226
-
-
-
591,226
Discretionary
award
2024
N
Apr 2024
-
£1.51
-
1,290,850
1,290,850
-
-
-
Discretionary
award
2024
N
Mar 2025
-
-
-
1,687,858
-
-
-
1,687,858
Total
-
4,876,337
1,290,850
-
-
3,585,487
David Kemp
LTIP
2018 – 2020
N
Mar 2023
-
£1.30
65,091
-
65,091
-
-
-
LTIP
2019 – 2021
N
Mar 2024
-
£1.29
38,898
-
38,898
-
-
-
LTIP
2021 – 2023
Y
Mar 2026
-
–
275,061
-
-
247,555
-
27,506
LTIP
2022 – 2024
Y
Mar 2025
-
–
380,024
-
-
21,113
-
358,911
LTIP
2023 – 2025
Y
Mar 2026
-
-
596,039
-
-
231,793
-
364,246
ABP 2021
28 Apr 2022
N
Mar 2024
-
£1.29
14,888
-
14,888
-
-
-
ABP 2022
18 Apr 2023
N
Mar 2025
-
-
52,349
-
-
-
-
52,349
ABP 2023
19 Apr 2024
N
Mar 2026
-
–
-
47,667
-
-
-
47,667
Total
1,422,350
47,667
118,877
500,461
-
850,679
Total for all executive directors
2,997,031
5,939,265
1,426,448
688,578
-
6,821,270
Notes to incentive plan interests table
For LTIP 2019-2021 and LTIP 2021-2023, awards vest and are available after a two-year deferral period. For all awards, dividends accrue on 100% of the
final
award, where applicable. Awards under LTIP 2021-2023 and LTIP 2022-2024 for Ken Gilmartin, which was made before his promotion to CEO, will vest on the
basis of 80% of the award being available following the completion of the performance period with the remaining 20% deferred for two years. For David Kemp,
LTIP awards for 2022-2024 and 2023-2025 shares have been lapsed due to pro-rating. Final awards under these plans for David will be available
five years
from
grant date subject to performance. The LTIP 2022- 2024 is due to vest at 10% as shown on page 132. The Committee is in the process of reviewing the impact of
the Independent Review and the ongoing FCA investigation and any associated actions and will consider further in due course if any malus or clawback should be
applied to remuneration paid or awards granted. Given the Committee’s review is ongoing, the Committee has delayed the vesting of deferred bonus and LTIP
awards that would otherwise have vested in March 2025 until the conclusion of their review. To the extent that provisions are applied, any adjustments will be
published in the 2025 annual report.
John Wood Group PLC
Annual Report and Financial Statements 2024
136
Executive directors’ remuneration
continued
TSR performance summary and CEO remuneration
In accordance with the reporting regulations, the TSR performance summary is maintained at a 10-year disclosure period. As the
Company is included in the UK FTSE 250 index but has been included in the FTSE 100 index for part of the period under review,
both the UK FTSE 250 and UK FTSE 100 indices are shown, by way of providing a reasonable TSR comparison. The graph below
compares the TSR on a holding of shares in John Wood Group PLC with the TSR on a holding of shares in the companies in the UK
FTSE 250 and 100 indices for the last 10
financial years.
The total remuneration for the CEO over the same period as the TSR performance graph detailed is listed in the following table.
This table includes details of the annual bonus received in each year as a percentage of the maximum opportunity that was
available, as well as the long-term incentives which vested in each year as a percentage of the maximum number of shares that
could have been received.
CEO remuneration (£000)
Year
2015
2016
2017
2018
2019
2020
2021
2022
2022
2023
2024
CEO
Bob
Keiller
Bob
Keiller
Robin
Watson
Robin
Watson
Robin
Watson
Robin
Watson
Robin
Watson
Robin
Watson
Ken
Gilmartin
Ken
Gilmartin
Ken
Gilmartin
CEO single figure o
f total
remuneration (£000)
£1,146
£1,179
£1,417
£1,875
£1,690
£1,214
£1,260
£1,063
£958
£2,265
£952
Annual bonus award as
a % of maximum
opportunity
37%
43%
59%
88%
62%
0%
14%
36%
36%
42%
0%
Long-term incentive
vesting as a % of maximum
opportunity
16%
25%
11%
0%
0%
50%
25%
0%
–
10%
10%
Notes to CEO remuneration table
Ken Gilmartin was appointed as CEO on 1 July 2022. Long-term incentives vesting during the year were awarded during his time as Chief Operating Of
ficer and
vested based on Group performance and the terms of his buyout arrangement upon joining Wood in 2021, prior to his qualifying service as an executive director
(see page 142 of 2023 Annual Report for details).
0
20
40
60
80
100
120
140
160
180
200
31/12/2014
31/12/2015
31/12/2016
31/12/2017
31/12/2018
31/12/2019
31/12/2020
31/12/2021
31/12/2022
31/12/2023
31/12/2024
Wood
FTSE 100
FTSE 250
68.1%
82.9%
-86.5%
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
137
Governance
Financial statements
Percentage change remuneration of all directors and all employees
In line with The Companies Regulations 2022 (Directors’ Remuneration Policy and Directors’ Remuneration Report), the below table
illustrates the percentage change in remuneration for the CEO, CFO and non-executive directors as per the single
figures reported
each year, and all other employees within the Group. This table will accumulate over a five-year rolling period and excludes long-
term incentives and pension in line with the regulations.
Executive directors’ salaries were increased by a lower percentage than the wider workforce from 1 January 2024. Change in
employee benefits is related to the sale o
f the Built Environment Consulting business in 2022, but there has been no change to
Company-funded bene
fit provision in line with executive directors.
The changes to non-executive directors’ fees are in line with the proposed increases effective 1 January 2024 as disclosed in our 2023
report.
For further commentary on year-on-year changes, refer to previous annual remuneration report disclosures.
Year-on-year change (%)
2019 – 2020
2020 – 2021
2021 – 2022
2022 – 2023
2023 – 2024
Salary Benefits
Bonus
Salary
Benefits
Bonus
Salary
Benefits
Bonus
Salary
Benefits
Bonus
Salary
Benefits
Bonus
All
employees
–1%
7%
–100%
3%
16%
100%
0%
0%
105%
6%
-22%
38%
4%
-8%
-100%
Executive
directors
Ken Gilmartin
-
-
-
-
-
-
-
-
-
3%
107%
136%
4%
-83%
-100%
Arvind Balan
(former)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
David Kemp
(former)
–3%
0%
–100%
8%
0%
100%
3%
0%
145%
3%
0%
19%
4%
-12%
-100%
Non-
executive
directors
Roy Franklin
47%
-
-
7%
-
-
3%
-
-
2%
-
-
4%
-
-
Birgitte Brinch
Madsen
-
-
-
24%
-
-
3%
-
-
2.5%
-
-
3.8%
-
-
Jacqueline
Ferguson
0%
-
-
15%
-
-
3%
-
-
2%
-
-
-68%
-
-
Adrian Marsh
36%
-
-
8%
-
-
3%
-
-
2%
-
-
6%
-
-
Nigel Mills
-
-
-
42%
-
-
3%
-
-
2%
-
-
6%
-
-
Brenda
Reichelderfer
-
-
-
-
-
-
36%
-
-
2.2%
-
-
25%
-
-
Susan Steele
-
-
-
-
-
-
49%
-
-
9.8%
-
-
6%
-
-
Notes to the percentage change in CEO remuneration
From 2023 onwards, salary change for all employees is based on the budgeted salary increase for the UK workforce. For prior years, salary percentage change was
calculated on a per capita basis using total annual spend (excl. executive directors and bonus values)/average number of employees in the year as disclosed in note
32 of the
financial statements.
Benefits is based on a total benefit cost calculated on a per capita basis.
Bonus is calculated as the average award paid to all participants of the Annual Bonus Plan.
In line with regulations, pensions and long-term incentives are not required to be included in this table.
Non-executive directors do not receive benefits or bonuses.
The percentage increase in executive director salary and non-executive director fees reported between 2020-2021 re
flects the reinstatement o
f the voluntary 10%
reduction with effect from 1 January 2021.
Relative importance of spend on pay
The table below is provided to assist shareholders in assessing the relative importance of the Company’s spend on pay. It contains
details of the remuneration paid to or received by all employees of the Company as well as the value of distributions to shareholders
by way of dividends and share buyback over the previous two years. The
figures displayed in this table are impacted by movements
in the number of employees each year.
2024
($m)
2023
($m)
Difference
($m)
%
change
Remuneration paid to or received by all employees
2,809.0
2,714.8
94.2
3.5%
Distributions to shareholders by way of dividend and share buyback
–
–
–
–
John Wood Group PLC
Annual Report and Financial Statements 2024
138
Executive directors’ remuneration
continued
Statement of implementation of Policy in the following
financial year
This section provides an overview of how the Committee will implement the Policy in 2025. Details of Iain Torrens’s remuneration are
set out on page 133. In determining the Policy application, the Committee has complied with Provision 40 disclosures within the UK
Corporate Governance Code as outlined earlier in the report.
As a result of the announcement of Ken Gilmartin stepping
down as CEO, no Executive Director will be eligible for an LTIP
for 2025-27.
Long-term incentives (LTIP)
Shareholding requirements
As detailed in line our Policy, shareholding requirements are
250% for the CEO and 200% for all other executives. Due to
the fixed-term nature o
f his role, Iain Torrens is not subject to
the shareholding requirements.
Salary & Benefits
Ken’s base salary in 2025 will be unchanged from 2024, set at
£803,400.
Ken will continue to participate in existing benefit
arrangements in line with the agreed Policy. Ken will continue to
receive additional US benefits
for his dependents.
Ken Gilmartin’s pension benefits are aligned to the UK
workforce, this is 9% of base salary.
The annual bonus plan (ABP) for 2025 will provide a maximum
opportunity of base salary, for each executive director in 2024
as stated.
• 175% for the position as CEO: Ken Gilmartin
The 2025 ABP will be measured against a mix of
financial and
ESG performance measures
•
47.5% Adjusted EBIT
•
47.5% Cash generation
•
2.5% Safety leadership engagement
•
2.5% Fatality & Permanent Impairment (FPI)
Achievement of the safety measures will be overseen by the
Safety & Sustainability Committee.
As in prior years, assurance of achievements against measures
will be carried out by internal audit and validated by the
Safety & Sustainability Committee and external auditors as
appropriate.
The Committee set the targets for the annual bonus plan for
the year ending 31 December 2025 at its meeting in April 2025.
It is the opinion of the Committee that these are commercially
sensitive and in line with previous practice, the details of annual
bonus targets and the extent to which the targets are met will
be disclosed in detail retrospectively in next year’s report.
Short-term incentives
A full copy of the Remuneration Policy can be found at:
woodplc.com/rempolicy
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
139
Governance
Financial statements
Leadership
Building an inspired culture for our
remarkable workforce of around
35,000 people, where each person can
be themselves and thrive in their role
with us, is core to our strategy. We
continue to invest in the performance,
development and engagement with our
people. What our employees deliver as
well as how they deliver matter equally
to us. In support of our strategy, we are
elevating performance leadership at
Wood with the introduction of leadership
expectations and greater integration
of our performance management,
recognition and reward practices
from 2025 onwards. Our leadership
expectations set out behaviours,
mindsets and attitudes which exemplify
good leadership at Wood and will
become core for us as we embed and
adopt throughout the organisation.
Integrating performance management
with recognition and reward makes it
possible to truly identify, recognise and
reward high performance.
Wellbeing
We continued to promote the value
of our global Employee Assistance
Programme (EAP). It provides our
employees, and their families, with
24/7 support, 365 days of the year, and
provides access to practical information
and counselling on a range of useful
resources including how to improve
financial resilience, reassess priorities and
build stronger foundations, budget, plan,
and where to seek additional support in
times of dif
ficulty. During the year, we
enhanced our EAP provisions in the UK
with a new health and wellbeing app.
Workforce reward
Transparent engagement
with our people
As we design the future, Wood’s
remarkable people are responsible for
delivering our strategy. In support of
our people strategy, to attract, develop
engage, retain and sustain our global
talent to ensure Wood is a great place
to work, we are committed to providing
our people with transparent, internally
fair, and externally competitive reward
in return for their contribution to Wood’s
success, whilst ensuring that we are
responsible with our spend on reward.
By rewarding our employees fairly, we
will create an inspired culture that
allows our employees to thrive without
the fear of pay discrimination, allowing
them to perform to the best of their
ability. Engagement and actions taken
throughout the year include:
Workforce engagement
Remuneration Committee
members participated in focus
groups on executive remuneration
designed for employees to learn
more about how leaders are
remunerated to deliver sustainable
financial per
formance. Employees
heard how executives have a
significant proportion o
f their
reward linked to the financial
performance and health of the
Company. The Committee also
took the opportunity to provide
an overview of how they make
decisions on executive pay, aligned
to practices in place for the wider
workforce.
John Wood Group PLC
Annual Report and Financial Statements 2024
140
Employee Share Plan (ESP)
We want our people to be
recognised for their efforts and
commitment in delivering our
strategy.
Our employee share plans - the
Employee Share Plan (ESP) and
the Share Incentive Plan (SIP)
for the UK workforce
–
offer the
opportunity for employees in 18
countries to own shares.
Summary of 2024
share plans enrolment:
23,346
eligible employees
18
countries
9
languages of inclusive
communications and materials
2,575
enrolled (11% of total eligible)
UK gender pay gap report
Between 2023 and 2024, our UK mean
Gender Pay Gap (GPG) for hourly rate of
pay increased from 23.3% to 24.5%; our
mean bonus gap increased from 13.2%
to 29.0%, and the median bonus gap
between females and males increased to
44%. Although year-on-year comparison
is challenging due to the operation of
salary sacrifice benefits and other pay
arrangements, we remain confident
that our pay practices are free from bias
and any gap is a result of the gender
distribution across roles and not an equal
pay issue. Wood remains an accredited
Real Living Wage employer.
Employees at snapshot date
5,236
Mean gap/median gap pay
24.2%
33.9%
mean
median
Gender balance
78%
22%
male
female
Mean gap/median gap bonus
29.0%
44.0%
mean
median
More information on our gender
pay gap results can be found in our
People section on page 67
Read our full gender pay gap report at:
woodplc.com/genderpay
More information on the details
can be found in our People
section on page 64
UK pay focus
The markets in which Wood operates
attract a significantly higher
percentage of males due to the
predominantly technical focus of
the roles in of
fice, site, and o
ffshore
locations. Our focus on fair pay for
those carrying out the same job, in the
same location, with the same skills and
experience, regardless of diversity, will
have a long-term positive impact in
addressing the gender pay gap. Our
commitment aims to increase the
number of female leaders in senior
leadership and technical positions
at Wood through continuing to work
towards a gender balance of 40%
female representation in leadership
by 2030; at the end of 2024, we had
increased to 37%, up from 35% in
2023. Details of actions we are taking
to support our commitments can
be found on page 67 and within our
UK gender pay gap report, which is
published on our website.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
141
Governance
Financial statements
Workforce reward
continued
The CEO pay ratio is calculated at the 25th, 50th and 75th percentiles for total pay and bene
fits
for all UK employees, for the
relevant financial year on the same basis as the single figure table. Option B (utilising gender pay gap data as at 5 April 2024) is
used to identify best equivalents for the calculation as it includes all UK employees. It is the most appropriate method of calculation
due to our various pay structures and employee groups which exist across our UK organisation. We believe that the best equivalents
are representative P25, P50 and P75 employees and their remuneration is consistent with that of the wider workforce.
The Committee believes that the pay ratio results reflect the Company’s internally
fair approach to pay through aligned and
consistent frameworks. The total pay across the wider workforce is consistent with externally competitive remuneration required for
the professional workforce which Wood employs, assisting with an above average pay ratio. We continue to monitor year-on-year
changes to the pay ratio as they continue to fluctuate with the evolution o
f our workforce through integration, divestment, and
acquisitive growth. The pay ratios for 2024 are lower than 2023 which re
flects that the CEO did not earn a bonus in respect o
f 2024
and the LTIP vesting was modest. We are confident the pay ratio is consistent with the pay, reward and progression policies
for the
wider workforce.
Year
Method
Ratio of CEO pay to employee pay
25th percentile
Median
75th percentile
Ratio
Value (000s)
Ratio
Value (000s)
Ratio
Value (000s)
2024
Option B
Salary
15:1
£53
11:1
£75
9:1
£86
Total Pay
16:1
£59
12:1
£82
10:1
£100
2023
Option B
Salary
16:1
£48
11:1
£68
9:1
£86
Total Pay
41:1
£52
29:1
£75
21:1
£99
2022
Option B
Salary
18:1
£42
12:1
£62
10:1
£75
Total pay
28:1
£47
19:1
£68
14:1
£93
2021
Option B
Salary
19:1
£41
13:1
£62
11:1
£70
Total pay
28:1
£45
18:1
£68
15:1
£86
2020
Option B
Salary
19:1
£38
14:1
£54
11:1
£68
Total pay
29:1
£42
18:1
£66
15:1
£80
2019
Option C
Salary
24:1
£32
18:1
£42
13:1
£59
Total pay
48:1
£35
36:1
£46
25:1
£68
2018
Option C
Salary
20:1
£34
14:1
£49
11:1
£64
Total pay
50:1
£38
35:1
£53
26:1
£71
Notes
We reported our CEO pay ratio for the
first time in our 2018 annual report, using pay data
for employees in our integrated systems which represented 64% of all
UK employees. In 2019, our calculations included all full pay relevant UK employees in line with Gender Pay Gap calculations. From 2020, our calculations are based
on only our Gender Pay Gap report data using the Option B calculation method. Where applicable, the CEO’s pay has been adjusted to exclude one-off relocation
arrangements to provide meaningful comparison.
Pay ratio of CEO
The base pay ratio of the CEO continues to re
flect the Company’s internally
fair approach to pay through aligned and consistent
frameworks. Total pay across the wider workforce is consistent with externally competitive remuneration required for the
professional workforce, which Wood employs, assisting with an above average UK pay ratio with the median salary in 2024 being
£75,000.
11:1
CEO pay ratio
John Wood Group PLC
Annual Report and Financial Statements 2024
142
Alignment to the workforce
The objective of the Policy is to set all components of remuneration, maximum awards, and performance measurement, which
provide a compensation package promoting the long-term success of the business and delivery of the strategy.
This table provides a summary of executive directors’ remuneration outlined in our Policy and alignment to the wider workforce.
The Policy with updated scenario charts can be found at
woodplc.com/rempolicy
Element and purpose of executive director remuneration
Alignment with workforce
Salary
To provide an appropriate level of
fixed salary to
attract and retain executives with the qualities, skills
and experience required to deliver our strategy.
The process of setting and annually reviewing salaries against market
information, mindful of individual contribution, is the same for all
employees including executive directors. Salaries are paid either
cumulatively by hours worked or on a fixed instalment basis.
Benefits
To provide fair and market-competitive bene
fits
which support the health and wellbeing of our
executives to perform at their best. Employee share
plans give our people the opportunity to benefit
from the success to which their performance and
commitment contributes.
All employees are provided with benefits which are competitive in the
location they are employed. In the UK, this includes private medical
insurance, income protection insurance (where applicable), transportation
allowance (based on job level) and life assurance. Where applicable,
employees are offered the ability to choose additional bene
fits to suit their
lifestyle and circumstances.
Employee share plans are open to all eligible employees across the
organisation. Employees may choose to contribute up to 10% of gross
salary subject to plan rules, or such lower amount as the Committee may
determine, which is deducted in regular pay periods from an employee’s
salary. Depending on country eligibility, employees may join the Employee
Share Plan (ESP) and/or Share Incentive Plan (SIP).
Retirement-related benefits
To support the long-term financial wellbeing and
future stability of our executives in return for their
commitment in delivering our strategic objectives.
Employees receive retirement plan contributions typical of the markets in
which they are employed. In the UK, executive directors are aligned to the
wider workforce with a maximum of 9% employer contribution.
Short-term incentives
To incentivise executives to deliver strategic business
priorities for the
financial year, with compulsory
deferred payment designed to provide additional
alignment with stakeholders and reinforce retention.
The Annual Bonus Plan (ABP) provides a reward for senior employees critical
to future success and who are in a position that can materially in
fluence
the success of Wood. Participation levels are based on the job which an
individual carries out linked to a global framework. ABP is based on the
same structure and performance targets aligned to strategy throughout
the organisation. Executive directors and the ELT receive 75% of any award
earned in cash, with the remainder deferred into a share-based award for a
further two years. Other participants are paid fully in cash.
ABP participation typically applies to circa 3% of the global employee
population.
Long-term incentives
To reward and retain executives while aligning their
interests with those of stakeholders by incentivising
performance over the longer term. Performance
measures are linked to longer-term creation of
shareholder value.
Designed to incentivise senior leaders in delivering business performance
over the longer term. For executive directors and the ELT, the Long-Term
Incentive Plan (LTIP), a performance-based plan, provides an opportunity
to earn an award, in the form of conditional shares, subject to remaining
in employment. Measures are linked to long-term creation of shareholder
value. For other senior leaders, a time-vested restricted stock model
ensures alignment of variable pay in the form of shares, consistent with
global markets in which we operate. Participation levels are based on the
job which an individual carries out, linked to a global framework.
Long-term incentive participation typically applies to circa 0.7% of the
global employee population.
Shareholding requirements
To ensure that executive directors’ interests
and individual wealth are aligned with those of
shareholders over a long-term performance period.
Shareholding requirements apply to executive directors only, including the
requirement to hold shares post-employment.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
143
Governance
Financial statements
Remuneration Committee
Main responsibilities
The Remuneration Committee advises the Board on executive
remuneration and sets the remuneration packages of each
of the executive directors within the approved Directors’
Remuneration Policy (the Policy). The Committee has a written
charter, which is reviewed annually and publicly available on the
Company website.
The Committee monitors the ongoing appropriateness and
relevance of the Policy and its application, ensuring alignment
of incentives and rewards with the Company strategy, wider
workforce, global remuneration trends, and culture at Wood.
The aim of the Committee is to establish an overall
remuneration structure which:
• Promotes the long-term success of the Company and
supports delivery of our strategy
• Reflects a balance o
f
fixed and variable reward, with the
purpose of creating a competitive total remuneration
package that supports the attraction and retention of
executive directors and other senior executives
• Ensures a balance between incentivised performance and the
interests of shareholders
In setting the Policy and its application, the Committee
considers the relevant provisions of the UK Corporate
Governance Code, relevant regulations enacted under
the Companies Act 2006, and shareholder views
through consultation.
Our principles
Alignment with strategy, culture
and delivery of shareholder value
Ensuring the Policy and principles support the needs of our
business over the next few years, the delivery of our strategy
and the creation of long-term value for our shareholders. We
link pay to performance by ensuring there is a strong alignment
with the organisation’s short- and long-term objectives, and
the prevailing company culture. Our shareholding requirements
ensure executives remain aligned with the shareholder
experience, including post-cessation of employment.
Stakeholder engagement
The Committee is mindful of shareholder and other stakeholder
expectations in respect of executive pay and actively takes this
into account when developing remuneration arrangements.
Simplicity and balance
Our remuneration effectively supports attraction and retention
and is easily understood by all stakeholders. We aim to provide
an appropriate balance between fixed and variable pay, with
the following main components: base pay; bene
fits and pension;
Annual Bonus Plan (ABP); long-term incentive plans; and
employee share plans. Our arrangements are clear, transparent
and aligned with those of the wider workforce.
Internally fair, externally competitive
We ensure executive directors’ remuneration reflects wider
workforce arrangements, including base salary increases.
We use external data to inform our thinking and ensure
remuneration decisions support attraction, retention,
incentivisation and reward of our executive directors and
broader leadership team.
Discretion in decision-making
When determining the outcomes of short- and long-term
variable reward, in addition to the formulaic outcomes, the
Committee considers any year-on-year changes, market
conditions, and relevant environmental, social and governance
(ESG) matters. If the Committee considers that the formulaic
outcome is not appropriate, it has the flexibility to exercise
discretion to adjust outcomes to take into account relevant
factors. In exercising this judgement, the factors that the
Committee may consider include, but are not limited to;
workplace fatalities and injuries, signi
ficant environmental
incidents, large or serial fines or sanctions
from regulatory
bodies and/or significant legal judgment or settlements.
To enhance the rigour with which performance is reviewed,
the Committee utilises a discretionary matrix when assessing
short-term (ABP) and long-term (LTIP) incentives outcomes.
As with all Committee decisions (in line with section 172 of
the Companies Act 2006), we reflect on the experience o
f all
stakeholders through the course of plan performance periods. A
copy of the framework can be found at:
woodplc.com/discretionarymatrix
Workforce engagement and remuneration
The aim of workforce engagement is to ensure that the
workforce is listened to and considered as part of the
remuneration process, ensuring that remuneration decisions are
aligned with their experience and underpinned by feedback and
data on the composition, remuneration, engagement, retention,
and diversity of the workforce.
In 2024, the Committee continued to engage with employees
globally by participating in Board listening sessions with our
people to support engagement and to provide an opportunity
to our people to voice their opinions on executive pay.
The Committee also discussed and reviewed updates affecting
the wider workforce, covering topics such as pay equity, employee
share plans, gender and ethnicity pay reporting, insured benefits
and retirement plans, and gender diversity. The Committee
continued to receive regular updates from the Chief HR Of
ficer
and President Total Rewards throughout the year on wider
workforce remuneration matters, ensuring that broader reward
practices are understood and aligned when setting executive
remuneration. Further detail can be found on page 140.
Advice provided (including internal teams)
During the year, the Committee took advice from Deloitte LLP,
who were retained as an external adviser to the Committee.
Deloitte LLP received £150,600 for the provision of services to
the Committee during the year. These are charged on a time
and materials basis.
The Committee considered the remuneration advice provided by
Deloitte LLP during the year and is comfortable that it has been
objective and independent. Deloitte LLP is a member of the
Remuneration Consultant Group and adheres to the Group’s
Code of Conduct. The Committee has reviewed the potential
for con
flicts o
f interest and judged that there were appropriate
safeguards against such con
flicts. As well as advising the
Committee, Deloitte LLP provided other services in 2024,
predominantly related to tax compliance and advisory. Where
appropriate, the Committee also receives input from the Chair
of the Board, CEO, CFO, Chief HR Of
ficer and the President
Total Rewards. The Committee is comfortable that the Deloitte
LLP engagement partner and team that provides remuneration
advice to the Committee does not have connections with the
Company or its Directors that may impair their independence.
These individuals may attend the Committee meetings but do
not take part in discussions regarding their own compensation.
John Wood Group PLC
Annual Report and Financial Statements 2024
144
Matters considered
Mar
May
Aug
Nov
Policy application for year ahead: annual
salary review – executive directors and
Chair of Board, ensuring alignment with
wider workforce
Short- and long-term incentives: future
year arrangements, performance
measures for all plans, executive director
participation levels, risks and impact of
windfall gains
Review projected outcomes for previous
performance periods for ABP and LTIP
Variable reward: ongoing review of
performance against targets for executive
directors and all participants
Chief Financial Of
ficer (CFO) retirement
arrangements
Preparation of annual remuneration
report and sign off; determine stakeholder
engagement
Annual general meeting preparation
Wider workforce focus
Share dilution and management:
discussion and approval
External market update from advisers,
including update on investor guidelines;
emerging legislation, best practices and
current thinking
Committee charter review
Changes during the year
Directors appointed
Catherine Michel was appointed as a non-executive director
on 10 May 2024. David Lockwood was appointed as a non-
executive director on 12 March 2024.
Director changes
There were no changes to non-executive directors during the
year.
Directors resigned
Jacqui Ferguson stepped down as a member of the Board at
the AGM in May 2024.
Committee meetings in 2024 (detail)
During 2024, the Committee met four times to discuss
remuneration issues and the operation of the Policy. An
additional meeting was held in April to determine leadership
remuneration for 2024. Additional time during the June and
July meetings was given to discussions arising as a result of
the unsolicited approach by Sidara. There was full Committee
attendance at each meeting as well as additional Board
member attendance where appropriate. The Committee has a
regular schedule of agenda items in addition to other matters.
The following matters were considered during the year:
Inform, discuss and planning
Decision made
Committee evaluation
An internal review of the Committee facilitated by Clare
Chalmers Limited was undertaken during the year. The review
consisted of a bespoke questionnaire focusing on topics
emerging from the 2023 external review and assessing progress
made. The Committee scored well regarding its chairing and
oversight of performance reviews. The Committee continues to
receive a positive rating overall in its performance and will focus
on ways it may continue to improve.
Shareholder consultation
As a minimum, the Committee engages annually with
significant shareholders and voting agencies via written
correspondence and offers the opportunity to meet with the
Chair of the Committee. The Committee views these meetings
as an opportunity to ensure the Policy, and its application,
continue to be aligned with shareholder views, with feedback
used to inform the Committee’s decision-making process.
The Committee ensures that appropriate and meaningful
shareholder consultation takes place in advance of any material
change being proposed to the Policy.
A summary of any such consultation and the Committee’s
response to substantive points raised will be included in the
relevant section of the remuneration report. In addition, the
Committee receives input on broader market insights and
shareholder expectations through Committee advisers.
We have continued to proactively engage with and listen
to our shareholders during the year where appropriate.
The Committee, as always, is thankful for the time and
considerations conveyed by our stakeholders and trusts that the
proposed changes to, and application of, the Policy detailed in
this report demonstrate we continue to listen and act on any
feedback.
Statement of shareholder voting
Where there are a substantial number of votes against any
resolution on directors’ remuneration, the Committee seeks
to understand the reasons for any such vote and will detail
here any actions in response to it. In line with the Corporate
Governance Code, where there are 20% or more votes against
remuneration resolutions, the Committee will support the
Board in engaging with shareholders to understand their views
regarding remuneration. The following table sets out the 2024
AGM voting in respect of our remuneration matters.
Item
AGM
date
Vote For
(including
Discretionary)
Vote
Against
Votes
Withheld1
Advisory vote
on the 2023
Remuneration
Report
9
May
2024
504,400,402
(95.41%)
24,287,843
(4.59%)
32,906
Binding vote on
the 2023 Directors’
Remuneration
Policy
11
May
2023
443,012,707
(95.38%)
21,459,521
(4.62%)
340,868
Notes to the statement of shareholding voting
1
A vote withheld is not a vote in law and is not counted in the calculation of
the percentage of votes ‘For’ or ‘Against’ a resolution.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
145
Governance
Financial statements
Single figure o
f remuneration*
In line with our Policy, non-executive directors receive a base fee
in relation to their role. The remuneration of the non-executive
directors is reviewed annually by the Chair, CEO and Company
Secretary, who make a recommendation to the Board, with
changes ordinarily effective from 1 January. Additional fees
may be paid for related duties including the senior independent
directorship and for chairing and membership of certain Board
Committees as outlined in our fee structure table. The following
table sets out the total single figure o
f remuneration for the
Chair and each of the non-executive directors in the
financial
year.
Year
Total fees
(£000)
Roy Franklin
2024
£304.4
2023
£292.7
Birgitte Brinch Madsen
2024
£62.1
2023
£59.6
Jacqui Ferguson (retired May 2024)
2024
£22.2
2023
£70.2
David Lockwood
2024
£49.8
Adrian Marsh
2024
£74.6
2023
£70.2
Catherine Michel
2024
£39.9
Nigel Mills
2024
£74.6
2023
£70.2
Brenda Reichelderfer
2024
£74.6
2023
£59.6
Susan Steele
2024
£74.6
2023
£70.2
Note:
Fees include base fee and additional Committee fees in line with our
fee structure and are calculated pro-rata based on the time in the role. Non-
executive directors do not receive any taxable benefits which require to be
reported.
Shareholdings*
Non-executive directors are not permitted to participate in any
of the Company’s incentive arrangements. The table below
details the shareholding of the non-executive directors as at 31
December 2024, including those held by connected persons. As
at the date of this report, there have been no other changes
to non-executive director shareholding detailed below since 31
December 2024.
Shares owned
outright as at 1
January 2024
Shares owned
outright as at 31
December 2024
Roy Franklin
74,000
111,000
Birgitte Brinch Madsen
5,000
20,000
Jacqui Ferguson
27,194
29,001
David Lockwood
-
25,000
Adrian Marsh
27,000
27,000
Catherine Michel
-
-
Nigel Mills
7,341
7,341
Brenda Reichelderfer
15,000
15,000
Susan Steele
21,500
36,913
Agreements for service
Non-executive directors and the Chair have an agreement for
service with an initial three-year term, at the end of which a
rolling agreement takes effect with no
fixed expiry date. The
agreement for service can be terminated by either party giving
90 days’ notice. Non-executive directors and the Chair are
subject to annual re-election (or election for new appointments)
at the Annual General Meeting (AGM). The table below details
the terms for current directors between the 2024 AGM and
expiry of the current term of their agreements if applicable.
Date of
Appointment
Notice
period
Current term
expiry
Roy Franklin
6 October 2017
90 days
No fixed expiry
Birgitte Brinch
Madsen
1 March 2020
90 days
No fixed expiry
David Lockwood
12 March 2024
90 days
18 June 2025
Adrian Marsh
10 May 2019
90 days
No fixed expiry
Catherine Michel
10 May 2024
90 days
18 June 2025
Nigel Mills
1 May 2020
90 days
No fixed expiry
Brenda
Reichelderfer
31 March 2021
90 days
No fixed expiry
Susan Steele
31 March 2021
90 days
18 June 2025
Note:
David Lockwood, Catherine Michel and Susan Steele did not stand for
re-election at the 2025 AGM.
Fee structure
The Chair and non-executive director fee structure for 2024 and
2025 are set out below. The Board and Committee determined
the Chair and the non-executive directors’ fees would remain
unchanged in 2025. However, for 2025, as disclosed in the
Scheme of Arrangement, the Board approved an additional
fee of £112,950 for Paul O’Donnell, for chairing a new Board
Committee that will oversee the improvements to Wood’s
capital structure and their interaction with the acquisition by
Sidara. The Board benchmarked this additional fee against
other non-executive director appointments requiring similar
specialist experience. Fees will next be reviewed for 2026
during the annual process. The fee structure re
flects the time
commitment of Committee responsibilities and ensures we
continue to attract and retain non-executive directors from a
diverse range of backgrounds.
2024 fees
per annum
2025 fees
per annum
Chair of the Board annual fee
£304,450
£304,450
Annual non-executive director fee
inclusive of all Committee attendance
£62,050
£62,050
Additional annual fee for Senior
Independent Director
£12,500
£12,500
Additional annual fee for Audit, Risk
& Ethics/Remuneration/Safety &
Sustainability Chairs
£10,500
£12,500
Chair of the Board and non-executive directors
John Wood Group PLC
Annual Report and Financial Statements 2024
146
The directors submit their report together with
the audited financial statements o
f the Group
for the year ended 31 December 2024.
Information relevant to and forming part of the directors’ report is to be found
in the following sections of the Annual report and Financial Statements:
The Group consolidated income statement for the year is set out on page 152.
Governance and the Board
Corporate governance statement
99
Application of Governance Code Principles
99
Corporate governance arrangements
99
Directors’ responsibilities under s172 of the Companies Act 2006
44
Statement of directors’ responsibilities
150
Other Statutory Disclosures
148
The names of the directors who were appointed during the year
102 to 103
Board of directors and biographies
102 to 103
Business review
Principal activities and business review
52 to 53
Future development of the business of the Company and its
subsidiaries
22
Financial Information
Fair, balanced and understandable
263
Going concern
93 and 119
Viability statement
94
Post balance sheet events
228
Financial instruments
246
Risk
Risk management and internal control
92
Principal risks and uncertainties
90
Monitoring climate change-related risk
74
Health, safety, security, ethics & sustainability
54 to 89
Environment
Managing and reducing environmental impact
82 to 85
Greenhouse gas emissions and energy and carbon information
84 to 85
Employees
Employment policies
64 to 69
Policies on recruitment, training and career development of disabled
persons
114
Investing in and rewarding the workforce
140
Diversity & Inclusion statement
114
Employment engagement
45
Assessing and monitoring culture
108
Supplier engagement
50
Client engagement
47
Shares
Share capital structure
148
Substantial shareholders
149
Directors’ interests in ordinary shares
135
Directors’ interests in options over ordinary shares
136
Subsidiaries
Divestments
219
Subsidiaries, branches and joint ventures
230
Directors’ report
Going concern
In applying the going concern basis for
preparing the financial statements,
the directors have considered the
Group’s objectives and strategy, the
risks and uncertainties in achieving
those objectives, and reviewed business
performance.
Accordingly, the directors continue
to adopt the going concern basis in
preparing the financial statements.
However, the directors have identified
material uncertainties related to going
concern. More information can be found
on page 93 and 119.
Dividend
Due to the cash performance of the
Group, the Board gave priority to
maintaining a strong balance sheet and
decided not to propose a final dividend in
relation to the year ending 31 December
2024. No final dividend was declared in
relation to the year ending 31 December
2023, therefore no dividend was paid to
shareholders during 2024.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
147
Governance
Financial statements
Statement by the directors in
performance of their statutory
duties in accordance with s172
Companies Act 2006 can be found
on page 44.
Disclosures under UK Listing Rule
6.6.1R
Disclosures in relation to listing rule UKLR
6.6.1R where applicable are included in
note 24 to the financial statements in
relation to long-term incentive plans.
Energy usage and carbon emissions
We recognise the impact of energy use
and carbon emissions on climate change
and are committed to minimising our
environmental footprint.
The Company’s approach to governance,
mitigation, monitoring and assurance of
climate change-related risk is set out on
pages 73 to 81 and details of the actions
the Company is taking to manage and
minimise our impact are set out on pages
84 to 85.
Detailed information on our energy
usage in line with the Streamlined Energy
& Carbon Reporting framework (SECR),
is set out on page 84.
Political donations
During the year ended 31 December
2024, no political donations were made
and no political expenditure was incurred,
as defined in Part 14 o
f the Companies
Act 2006. No donation, contribution or
expenditure was made to any non-UK
political party during the year.
Charitable donations
The employee-matched funding
initiative supports employee fundraising
efforts for employee personal choice
charities, with Wood matching up
to 100% of the amounts raised by
employees, up to a specified limit. In
addition, our Global Cause Challenge
provides funding to charities and not-
for-pro
fit organisations nominated by
our employees aligned to our Global
Cause, currently education. These
initiatives are the foundation of our
charitable donation programme and
more information on them can be found
on page 71.
Articles of Association
The Company’s Articles of Association
(Articles) may only be amended by
special resolution at a General Meeting
of shareholders and are
filed with the
Registrar of Companies.
A temporary disapplication of the
limitation on Borrowing Powers set out in
the Articles was approved at a meeting
of shareholders held on 23 October 2025
and remains in place until 31 October
2028.
It is proposed to amend the Company’s
Articles at a General Meeting scheduled
in November 2025. For further
information, please see the scheme
document published on 11 September
2025.
Share capital and rights
As at the date of this report, the
Company’s issued share capital,
quoted on the London Stock Exchange,
consisted of 691,839,369 ordinary shares,
each carrying one vote. The total voting
rights at the date of this report are
accordingly 691,839,369. No person has
any special rights of control over the
Company’s share capital and there
are no shares carrying special rights or
restrictions on voting rights. All issued
shares are fully paid.
There are no restrictions on the transfer
of ordinary shares in the capital of the
Company other than certain restrictions
which may, from time to time, be
imposed by law, for example, insider
trading regulations. The Company is
not aware of any agreements between
shareholders that may result in
restrictions on the transfer of securities
and/or voting rights.
As a result of the delayed publication of
the audited accounts beyond the 30 April
2025 deadline set by the UK Disclosure
Guidance and Transparency Rules, our
shares were suspended from listing
and trading from 1 May 2025. Upon
publication of our half year results for
2025, we intend to apply to the FCA to
seek re-admission of our shares to listing
and trading.
Details of signi
ficant direct or indirect
holders of securities in the Company can
be found on page 149.
The John Wood Group PLC Employee
Share Trust holds shares to meet
its obligations under the Company’s
employee share plans, and rights in
respect of those shares are not directly
exercisable by employees. The Trust
refrains from exercising its voting rights.
Acquisitions and purchases
of own shares
Subject to applicable law and the
Company’s Articles, the directors may
exercise all powers of the Company
to authorise the issue and/or market
purchase of the Company’s shares,
subject to an appropriate authority being
given to the directors by shareholders in
a General Meeting and any conditions
attaching to such authority.
At the 2024 AGM, shareholders passed
a resolution authorising the Company
to purchase its own shares up to a
maximum number of 69,183,936 ordinary
shares. During the year ended 31
December 2024, the Company made no
acquisitions of its own shares and the
authority granted by this resolution has
not been used.
Post-balance sheet events
Important post-balance sheet events
are detailed in the notes to the financial
statements. See note 38 for further details.
Research and development activity
Wood has substantial industry know-how
that is shared across the business, and
we work with clients to create innovative
solutions to their challenges. We have
active research and development
projects in areas such as software
development, project delivery tools and
process technology to enhance delivery
and optimisation of our clients’ projects/
assets and support their fundamental
challenges including decarbonisation
and digitalisation. We utilise continuous
feedback to improve current processes,
practices, and technologies.
Appointment, retirement
and removal of directors
The rules governing appointment,
retirement and removal of directors are
detailed in the Articles.
A director may be appointed by an
ordinary resolution of shareholders in a
General Meeting following nomination
by the Board or a member (or members)
entitled to vote at such a meeting. The
directors may appoint a director during
any year provided that the individual
stands for election by shareholders at the
next AGM.
At every AGM, every director shall retire
from of
fice and may o
ffer him/herself
for re-appointment by the members.
In addition to any power of removal
conferred by the Companies Act 2006,
a director may be removed by a special
resolution by shareholders before the
expiration of their period of of
fice.
Statutory disclosures
Our Articles of Association are available at:
woodplc.com/articlesofassociation
John Wood Group PLC
Annual Report and Financial Statements 2024
148
Directors’ report
continued
Powers of directors
Subject to applicable law and the
Company’s Articles, the directors may
exercise all powers of the Company.
Indemnity of of
ficers
Under Article 137 of the Articles,
the Company may indemnify any
director or former director against
any liability, subject to the provisions
of the Companies Act 2006. Under
the authority conferred by Article 137,
the Company has granted indemnities
to the directors of the Company. The
indemnities do not apply to any claim
which arises out of fraud, default,
negligence or breach of
fiduciary duty
or trust by the indemnified person. In
addition, the Company may purchase
and maintain for any director or other
of
ficer, insurance against any liability.
The Company maintains appropriate
insurance cover against legal action
brought against its directors and
of
ficers, and the directors and o
f
ficers o
f
its subsidiaries.
Substantial shareholdings
The table below shows the holdings of
major shareholders in the Company’s
issued ordinary share capital, as at
31 December 2024, as notified and
disclosed to the Company in accordance
with the Disclosure Guidance and
Transparency Rules.
Shareholders
No of
shares
% of
shares
1
FIL Limited
FMR LLC
67,672,263
9.78%
J.P. Morgan Securities
plc
70,582,252
40,957,284
10.20%
5.92%
Schroders Plc
35,008,357
5.06%
Abrdn plc
34,373,800
4.99%
Pzena Investment
Management, Inc.
34,507,237
4.99%
Franklin Templeton
Institutional, LLC
33,950,724
4.91%
Ameriprise Financial
33,776,060
4.88%
Artisan Partners
Limited Partnership
33,601,505
4.86%
Liontrust Investment
Partners LLP
32,173,462
4.65%
Kiltearn Partners LLP
23,028,390
3.33%
1.
Percentages provided were correct at the dates
of noti
fication.
Following the announcement of the
Independent Review, the Company
was notified o
f a signi
ficant number o
f
changes to the major shareholdings in
the Company, pursuant to the Disclosure
Guidance and Transparency Rules.
The table below shows the holdings of
major shareholders in the Company’s
issued ordinary share capital, as at 1 May
2025 (the date that the shares were
suspended from listing and trading), as
notified and disclosed to the Company in
accordance with the Disclosure Guidance
and Transparency Rules.
Shareholders
No of
shares
% of
shares
1
FIL Limited
68,818,002
9.95%
J.P. Morgan Securities
plc
40,416,025
5.84%
Melqart Asset
Management (UK) Ltd
34,631,030
5.00%
Aberdeen Group plc
34,373,800
4.99%
Pzena Investment
Management, Inc.
34,507,237
4.99%
Franklin Templeton
Institutional, LLC
33,950,724
4.91%
Ameriprise Financial
33,776,060
4.88%
Artisan Partners
Limited Partnership
33,601,505
4.86%
Liontrust Investment
Partners LLP
32,173,462
4.65%
Schroders Plc
30,350,747
4.39%
Kiltearn Partners LLP
23,028,390
3.33%
1.
Percentages provided were correct at the dates
of noti
fication.
Approval of the directors’ report
The strategic report set out on pages 1
to 98 and the directors’ report set out
on pages 147 to 150, were approved
by the Board on 30 October 2025 and
have been signed by the Interim Chief
Financial Of
ficer on behal
f of the Board.
Iain Torrens
Interim CFO and CEO designate
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
149
Governance
Financial statements
Directors’ responsibility statement
The directors confirm that, to the best o
f
their knowledge:
• The financial statements, prepared
in accordance with the applicable set
of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss o
f
the Company and the undertakings
included in the consolidation taken
as a whole
• The strategic report and directors’
report include a fair review of the
development and performance of
the business and the position of
the Company and the undertakings
included in the consolidation taken as
a whole, together with a description
of the principal risks and uncertainties
that they face
• The directors consider the Annual
Report and Financial Statements,
taken as a whole, are fair, balanced
and understandable and provide
the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy
So far as the directors are aware, there
is no relevant audit information of which
the Company’s auditors are unaware.
Each director has taken all reasonable
steps that they ought to have taken as
a director to make themselves aware of
any relevant audit information and to
establish that the Company’s auditors
are aware of that information. Relevant
information is de
fined as ‘in
formation
needed by the Company’s auditors in
connection with preparing their report’.
This responsibility statement was
approved by the Board of Directors
on 30 October 2025 and is signed on its
behalf by:
Roy A Franklin
Chair
Iain Torrens
Interim CFO and CEO designate
The following statement, which
should be read in conjunction with the
directors’ report and statement of the
Auditor’s responsibilities set out on
page 263, describes the responsibilities
of the directors with respect to the
financial statements.
The directors are responsible for
preparing the Annual report and
Financial Statements, the annual
report on directors’ remuneration and
the financial statements o
f the Group
and the Company in accordance with
applicable law and regulations.
Company law requires the directors to
prepare Group and Parent Company
financial statements
for each
financial
year. Under that law, they are required to
prepare the Group financial statements
in accordance with UK-adopted
international accounting standards
and applicable law. In addition, the
Group financial statements are required
under the UK Disclosure Guidance and
Transparency Rules to be prepared
in accordance with UK-adopted
international accounting standards.
The Company financial statements are
prepared in accordance with FRS 101
Reduced Disclosure Framework.
Under company law, the directors must
not approve the financial statements
unless they are satisfied that they give a
true and fair view of the state of affairs
of the Group and Company and of the
group’s profit or loss
for that period.
In accordance with Disclosure Guidance
and Transparency Rule (“DTR”) 4.1.16R,
the financial statements will
form
part of the annual
financial report
prepared under DTR 4.1.17R and 4.1.18R.
The auditor’s report on these financial
statements provides no assurance over
whether the annual financial report has
been prepared in accordance with those
requirements.
In preparing each of the Group and
Company financial statements, the
directors are required to:
• Select suitable accounting policies and
then apply them consistently
• For the Group financial statements,
state whether they have been
prepared in accordance with UK-
adopted international accounting
standards; for the Parent Company
financial statements, state whether
applicable UK accounting standards
have been followed, subject to any
material departures disclosed and
explained in the Parent Company
financial statements
• Assess the Group and Company’s
ability to continue as a going concern,
disclosing, as applicable, matters
related to going concern
• Use the going concern basis of
accounting unless it is intended to
liquidate the Group or the Company
or to cease operations, or have no
realistic alternative but to do so
• Make judgements and estimates that
are reasonable, relevant, reliable and
prudent
The directors are also responsible for:
• Keeping adequate accounting records
that are suf
ficient to show and explain
the Company’s transactions and
disclose with reasonable accuracy at
any time the financial position o
f the
Company and the Group and to enable
them to ensure that the financial
statements and the annual report on
directors’ remuneration comply with the
Companies Act 2006
• Implementing such internal controls
as they determine are necessary to
enable the preparation of
financial
statements that are free from
material misstatement, whether due
to fraud or error
• Taking reasonable steps to safeguard
the assets of the Group and to
prevent and detect fraud and other
irregularities
• Preparing a strategic report, directors’
report, annual report on directors’
remuneration and Corporate
Governance statement that complies
with applicable law and regulations
• Ensuring the maintenance and
integrity of the corporate and
financial
information included on the Company’s
website. Legislation in the United
Kingdom governing the preparation
and dissemination of
financial
statements may differ from legislation
in other jurisdictions
Directors’ responsibilities
John Wood Group PLC
Annual Report and Financial Statements 2024
150
Directors’ report
continued
Financial statements
The audited financial statements
of Wood for the year ended
31 December 2024.
Group financial statements
Consolidated income statement
152
Consolidated statement of
comprehensive income/expense
153
Consolidated balance sheet
154
Consolidated statement of changes
in equity
155
Consolidated cash flow statement
157
Notes to the financial statements
159
Company financial statements
Company balance sheet
239
Company statement of changes
in equity
240
Notes to the Company financial
statements
241
Independent auditor’s report
248
Additional information
Five year summary (unaudited)
265
Information for shareholders
266
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
151
Governance
Financial statements
Consolidated income statement
for the year to 31 December 2024
2024
2023 (restated*)
Note
Pre–
exceptional
items
$m
Exceptional
items
(note 5)
$m
Total
$m
Pre–
exceptional
items
$m
Exceptional
items
(note 5)
$m
Total
$m
Continuing operations
Revenue
1,2,5
(333.1 )
(82.6 )
Cost of sales
5
(4,752.6 )
(4,752.6 )
(4,871.0 )
(4,871.0 )
Gross profit
(333.1 )
(82.6 )
Administrative expenses
5
(747.4 )
(153.5 )
(900.9 )
(615.1 )
(50.7 )
(665.8 )
Gain on disposal of businesses
5
Impairment loss on trade receivables and contract assets
15
(23.1 )
(23.1 )
(18.7 )
(20.4 )
(39.1 )
Impairment of goodwill and intangible assets
5
(2,214.8 )
(2,214.8 )
Share of post-tax pro
fit
from joint ventures
13
(7.8 )
Operating profit/(loss)
(2,639.5 )
(2,631.4 )
(153.7 )
(55.1 )
Finance income
3
Finance expense
3,5
(141.6 )
(11.1 )
(152.7 )
(108.5 )
(11.1 )
(119.6 )
(Loss)/profit be
fore taxation from continuing operations
4,5
(110.8 )
(2,650.6 )
(2,761.4 )
(164.8 )
(151.9 )
Taxation
5,6
(29.1 )
(10.9 )
(62.9 )
(55.3 )
Loss for the year from continuing operations
(139.9 )
(2,632.4 )
(2,772.3 )
(50.0 )
(157.2 )
(207.2 )
Discontinued operations
(Loss)/profit
from discontinued operations, net of tax
7
(10.2 )
Loss for the year
(139.9 )
(2,632.4 )
(2,772.3 )
(60.2 )
(125.5 )
(185.7 )
(Loss)/profit attributable to:
Owners of the parent
(145.6 )
(2,632.4 )
(2,778.0 )
(65.7 )
(125.5 )
(191.2 )
Non-controlling interests
30
(139.9 )
(2,632.4 )
(2,772.3 )
(60.2 )
(125.5 )
(185.7 )
Earnings per share (expressed in cents per share)
Basic
9
(402.5 )
(27.9 )
Diluted
9
(402.5 )
(27.9 )
Earnings per share – continuing operations (expressed in
cents per share)
Basic
9
(402.5 )
(31.0 )
Diluted
9
(402.5 )
(31.0 )
*Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
The notes on pages 159 to 238 are an integral part of these consolidated
financial statements.
John Wood Group PLC
Annual Report and Financial Statements 2024
152
Consolidated statement of comprehensive income/expense
for the year to 31 December 2024
Note
2024
$m
2023
(restated*)
$m
Loss for the year
(2,772.3 )
(185.7 )
Other comprehensive expense from continuing operations
Items that will not be reclassified to profit or loss
Re-measurement losses on retirement benefit obligations
34
(50.6 )
(82.2 )
Movement in deferred tax relating to retirement bene
fit obligations
6
Impact of change in tax rate applicable to the UK de
fined benefit scheme
6
Total items that will not be reclassified to profit or loss
(57.0 )
Items that may be reclassified subsequently to profit or loss
Cash flow hedges
29
(1.7 )
Tax on derivative financial instruments
6
(0.1 )
(0.4 )
Exchange movements on retranslation of foreign operations
29
(76.8 )
Total items that may be reclassified subsequently to profit or loss
(78.6 )
Other comprehensive expense from continuing operations for the year, net of tax
(72.3 )
Total comprehensive expense for the year
(2,844.6 )
(184.6 )
Total comprehensive expense for the year is attributable to:
Owners of the parent
(2,850.3 )
(190.1 )
Non-controlling interests
30
(2,844.6 )
(184.6 )
*Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
Exchange movements on the retranslation of foreign operations could be subsequently reclassi
fied to profit or loss in the event o
f
the disposal of the operation in question.
The notes on pages 159 to 238 are an integral part of these consolidated
financial statements.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
153
Governance
Financial statements
Consolidated balance sheet
as at 31 December 2024
Note
2024
$m
2023
(restated*)
$m
1st January
2023
(restated*)
$m
Assets
Non-current assets
Goodwill and other intangible assets
10
Property plant and equipment
11
Right of use assets
12
Investment in joint ventures
13
Other investments
13
Long term receivables
15
Retirement benefit scheme surplus
34
Deferred tax assets
23
Current assets
Inventories
14
Trade and other receivables
15
Financial assets
15
Income tax receivable
Assets held for sale
32
Cash and cash equivalents
16
Total assets
Liabilities
Current liabilities
Borrowings
18
Trade and other payables
17
Income tax liabilities
Lease liabilities
12
Provisions
22
Liabilities held for sale
32
Net current liabilities
(1,347.7 )
(355.6 )
(337.4 )
Non-current liabilities
Borrowings
18
Deferred tax liabilities
23
Retirement benefit scheme deficit
34
Lease liabilities
12
Other non-current liabilities
19
Asbestos related litigation
21
Provisions
22
Total liabilities
Net assets
Equity attributable to owners of the parent
Share capital
25
Share premium
26
Retained earnings
27
(646.9 )
Merger reserve
28
Other reserves
29
(162.4 )
(83.9 )
(142.4 )
Total equity attributable to owners of the parent
Non-controlling interests
30
Total equity
*Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
The financial statements on pages 152 to 238 were approved and authorised
for issue by the board of directors on 30 October 2025
and signed on its behalf by:
Roy A Franklin, Director
Iain Torrens, Director
The notes on pages 159 to 238 are an integral part of these consolidated
financial statements.
John Wood Group PLC
Annual Report and Financial Statements 2024
154
Consolidated statement of changes in equity
for the year to 31 December 2024
Note
Share
capital
$m
Share
premium
$m
Retained
earnings
$m
Merger
reserve
$m
Other
reserves
$m
Equity
attributable
to owners of
the parent
$m
Non–
controlling
interests
$m
Total
equity
$m
At 1 January 2023, as previously reported
(142.4 )
Impact of correction of errors*
(301.2 )
(301.2 )
(301.2 )
At 1 January 2023 (*restated)
(142.4 )
(Loss)/Profit
for the year (restated*)
(191.2 )
(191.2 )
(185.7 )
Other comprehensive income/(expense):
Re-measurement losses on retirement benefit schemes
34
(82.2 )
(82.2 )
(82.2 )
Movement in deferred tax relating to retirement
benefit schemes (restated*)
6
Cash flow hedges
29
Tax on derivative financial instruments
6
(0.4 )
(0.4 )
(0.4 )
Net exchange movements on retranslation of foreign
operations (*restated)
29
Total comprehensive (expense)/income for the year
(*restated)
(248.6 )
(190.1 )
(184.6 )
Transactions with owners:
Dividends paid
8,30
(1.6 )
(1.6 )
Credit relating to share based charges
24
Deferred tax impact of rate change in equity
6
Other tax movements in equity
6
(0.1 )
(0.1 )
(0.1 )
Proceeds from Share Incentive Plan (SIP) shares
27
Transfer from merger reserve to retained earnings
28
(242.0 )
At 31 December 2023 (as restated*)
(83.9 )
*Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
During 2023, John Wood Group Holdings Limited paid $242.0 m to John Wood Group PLC in a partial settlement of the promissory
note, which was put in place during 2019. The repayment represented qualifying consideration and as a result the Company
transferred an equivalent portion of the merger reserve to retained earnings.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
155
Governance
Financial statements
Note
Share
capital
$m
Share
premium
$m
Retained
earnings
$m
Merger
reserve
$m
Other
reserves
$m
Equity
attributable
to owners of
the parent
$m
Non–
controlling
interests
$m
Total
equity
$m
At 1 January 2024 (restated*)
(83.9 )
(Loss)/Profit
for the year
(2,778.0 )
(2,772.3 )
Other comprehensive (expense)/income:
Re-measurement losses on retirement benefit schemes
34
(50.6 )
(50.6 )
(50.6 )
Movement in deferred tax relating to retirement
benefit schemes
6
Impact of change in tax rate applicable to the UK
defined benefit scheme
6
Cash flow hedges
29
(1.7 )
(1.7 )
(1.7 )
Tax on derivative financial instruments
6
(0.1 )
(0.1 )
(0.1 )
Net exchange movements on retranslation of foreign
operations
29
(76.8 )
(76.8 )
(76.8 )
Total comprehensive (expense)/income for the year
(2,771.8 )
(78.5 )
(2,850.3 )
Transactions with owners:
Dividends paid
8,30
(3.4 )
(3.4 )
Credit relating to share based charges
24
Deferred tax impact of rate change in equity
6
Other tax movements in equity
6
(1.5 )
(1.5 )
(1.5 )
Purchase of company shares by Employee Share Trust
27
(4.1 )
(4.1 )
(4.1 )
Transactions with non-controlling interests
30
(2.7 )
Transfer from merger reserve to retained earnings
28
At 31 December 2024
(646.9 )
(162.4 )
*Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
During 2024, John Wood Group Holdings Limited settled a further $1,163.5m to John Wood Group PLC in a further partial settlement
of the promissory note. The repayment represented qualifying consideration and as a result the Company transferred an equivalent
portion of the merger reserve to retained earnings.
Other reserves include the capital redemption reserve, capital reduction reserve, currency translation reserve and the hedging reserve.
The notes on pages 159 to 238 are an integral part of these consolidated
financial statements.
Consolidated statement of changes in equity
continued
for the year to 31 December 2024
John Wood Group PLC
Annual Report and Financial Statements 2024
156
Consolidated cash flow statement
for the year to 31 December 2024
Note
2024
$m
2023
(restated*)
$m
Reconciliation of loss to cash generated from operations:
Loss for the year
(2,772.3 )
(185.7 )
Adjustments:
Depreciation
11
Depreciation on right of use assets
12
Gain on disposal of leases
(2.6 )
(1.7 )
Gain on disposal of property plant and equipment
4
(2.0 )
(2.6 )
Impairment of goodwill and intangible assets
10
Impairment of property, plant and equipment
11
Gain on disposal of investment in joint ventures
32
(63.9 )
(6.2 )
Amortisation of intangible assets
10
Share of post-tax pro
fit
from joint ventures
13
(33.9 )
(42.8 )
Gain on disposal of business
32
(5.8 )
(33.0 )
Net finance costs
3
Share based charges
24
Decrease in provisions and employee benefits
(88.7 )
(65.0 )
Dividends from joint ventures
13
Other exceptional items – non-cash impact
1
Tax charge
6
Changes in working capital (excluding effect of acquisition and divestment of subsidiaries)
Decrease in inventories
Decrease / (increase) in receivables
(49.2 )
Decrease in payables
(212.4 )
(94.2 )
Exchange movements
(3.5 )
Cash generated from operations
Tax paid
(79.3 )
(97.7 )
Net cash generated from operating activities
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
157
Governance
Financial statements
Note
2024
$m
2023
(restated*)
$m
Cash flows
from investing activities
Disposal of businesses (net of cash disposed and tax paid)
32
(22.5 )
Proceeds from disposal of investment in joint ventures
32
Purchase of property plant and equipment
11
(18.6 )
(18.8 )
Proceeds from sale of property plant and equipment
Purchase of intangible assets
10
(74.1 )
(95.1 )
Interest received
3
Net cash generated from/(used in) investing activities
(111.2 )
Cash flows
from
financing activities
Repayment of short-term borrowings
31
(185.4 )
(133.5 )
Proceeds from long term borrowings
31
Repayment of long-term borrowings
31
(200.0 )
Payment of lease liabilities
31
(110.9 )
(113.3 )
Proceeds from SIP shares
27
Purchase of shares by Employee Share Trust
27
(4.1 )
Interest paid
(114.6 )
(81.7 )
Dividends paid to non-controlling interests
30
(3.0 )
(1.6 )
Net cash used in financing activities
(228.3 )
(13.5 )
Net increase / (decrease) in cash and cash equivalents
31
(107.6 )
Effect of exchange rate changes on cash and cash equivalents
31
(4.7 )
Opening cash and cash equivalents
Closing cash and cash equivalents
16
*Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
Cash at bank and in hand at 31 December 2024 includes $84.5 m (2023: $127.7 m) that is part of the Group’s cash pooling
arrangements. For internal reporting and for the purposes of the calculation of interest by the bank, this amount is netted with
short-term overdrafts. However, in preparing these
financial statements, the Group is required to gross up both its cash and short-
term borrowings figures by this amount. Movement in short-term overdra
fts are presented as part of the cash
flows
from
financing
activities as the overdraft facilities form part of the Group’s
financing.
The proceeds from long-term borrowings of $189.7 m re
flects the increased utilisation o
f the long-term revolving credit facility.
Payment of lease liabilities includes the cash payments for the principal portion of lease payments of $89.2 m (2023: $94.6 m) and
for the interest portion of $21.7 m (2023: $18.7 m). The classi
fication o
f interest paid within
financing activities is in line with the
Group accounting policy.
The Group has elected to present a cash flow statement that includes an analysis o
f all cash
flows in total, including both
continuing and discontinued operations. Amounts related to the discontinued operation by operating, investing and financing
activities are disclosed in note 7.
Included in the disposal of businesses are proceeds received of $31.8 m relating to the sale of the CEC Controls business offset by
$1.5 m of cash paid as part of the ISI Mustang disposal and £3.8 m of disposal costs.
The notes on pages 159 to 238 are an integral part of these consolidated
financial statements.
Consolidated cash flow statement
continued
for the year to 31 December 2024
John Wood Group PLC
Annual Report and Financial Statements 2024
158
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
159
delivers comprehensive services to support its clients across
the complete lifecycle of their assets, from concept to
decommissioning, across a range of energy and materials
markets. Details of the Group’s activities during the year are
provided in the Strategic Report. John Wood Group PLC is
a public limited company , incorporated and domiciled in the
Copies of the Group
financial statements are available
from the
Company’s registered of
fice at Sir Ian Wood House, Hareness
The Consolidated Financial Statements have been prepared
in accordance with UK-adopted International Accounting
Standards (IAS) and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those
standards. The Consolidated Financial Statements also comply
fully with International Financial Reporting Standards (IFRSs)
as issued by the International Accounting Standards Board
(IASB). The Consolidated Financial Statements have been
prepared under the historical cost convention, as modified
by the revaluation of certain
financial assets and liabilities
(including derivative instruments). Certain financial and equity
instruments have been measured at fair value. The
financial
statements are presented in US dollars and all values are
The directors have undertaken a rigorous assessment of
going concern and liquidity from the date of approval of these
financial statements to 31 December 2026 (the going concern
period), which includes financial
forecasts to re
flect severe,
but plausible downside scenarios (“SBPD”). The directors have
considered as part of this assessment the impact of the events
that have happened post balance sheet (see Note 38) and up
to the date of issue of these
financial statements. To satis
fy
themselves whether the Group have adequate resources for the
going concern assessment period, the directors have reviewed
the Group’s intended refinancing (see Amendment and
Extension below), existing debt levels; the forecast compliance
with debt covenants; the Group’s forecast liquidity; and the
impact of the key uncertainties and sensitivities on the Group’s
future performance and funding requirements.
Group’s existing debt levels
As of 31 December 2024, the Group’s principal debt facilities
comprise a $1,200.0m revolving credit facility (the “RCF”); a
$200.0m term loan (the “Term Loan”); and $262.8m of US
private placement debt (the “USPPs” and together with the
RCF and the TL, the “Existing Committed Debt Facilities”).
Subsequent to the balance sheet date, the Group obtained
waivers from its creditors under the Existing Committed Debt
Facilities in respect of non-compliance with
financial covenants
as at the balance sheet date and its historical non-compliance
(including in respect of the
financial year ended 31 December
2023 and earlier) and certain related undertakings. Each of
the Existing Committed Debt Facilities are treated as current
liabilities as at 31 December 2024. These facilities remain
available to the Group at the date of authorisation of these
financial statements.
The RCF and the Term Loan mature in October 2026 and the
USPPs mature in various tranches from July 2026 through
to July 2031, with 55% of the USPPs maturing from 2027 as
highlighted in note 18, although the maturity dates are being
amended as part of the amendment and extension of Group’s
debt facilities as noted below.
The Group has continued to service its debt in full to date with
payments of interest and capital made on all facilities. However,
given the upcoming debt maturities, the Group has been
actively considering options for its re
financing. The Group has
also relied on around $1.7bn of uncommitted facilities including
guarantees, bonding and receivables financing lines as well as
a variety of bilateral and overdraft arrangements. A number of
these facilities have been subject to various restrictions as to
their use and in some cases are not fully available to the Group
prior to the Amendment and Extension effective date (see Note
38) which materially reduced the Group’s liquidity headroom
during 2025 compared with prior periods. These restrictions also
added stress on normal trading activities of the Group including
inability to provide performance bonds.
Amendment and Extension
As announced on 29 August 2025 (the “Announcement”),
the Company has now agreed the terms and conditions of a
recommended cash acquisition by Sidara Limited (an entity
controlled by Sidara) for the entire issued, and to be issued,
ordinary share capital of the Company (the “Acquisition”) for
30 pence in cash for each share in the Company as part of
a holistic solution designed to provide financial stability to
the Company that includes (among other things): (i) Sidara
providing $450 million of funding to the Company; (ii) the
Company having agreed a conditional extension to 20 October
2028 of, and certain other amendments to, the Existing
Committed Debt Facilities with the consent of its lenders (the
“Amendment and Extension”); and (iii) additional bonding
facilities for the Company. See PBSE (note 38).
The completion of the recommended Acquisition is subject to,
among other things, approval by the requisite majority of Wood
shareholders, the sanction of the Scheme by the Court and
the receipt of certain antitrust and other regulatory approvals
and as such there is no certainty with respect to the timing
or completion of the Acquisition. In turn the availability of
the Amendment and Extension agreement is subject to the
completion of the Acquisition.
Approval of the recommended Acquisition by Wood
shareholders will trigger the following re
financing package:
• Sidara has agreed to provide funding of $450 million to
the Company. Of this, $250 million will be available to
draw conditional upon, among other things, the Company’s
shareholders approving the Acquisition at the Company’s
upcoming shareholder meetings being held in connection
with the Acquisition (the “Meetings”) (the “Sidara Interim
Funding”), and a further $200 million will be available upon
completion of the Acquisition (the “Sidara Completion
Funding”). The Sidara Interim Funding is to be used for
general corporate purposes (which includes repayments
of other borrowings, other than where that debt has been
accelerated);
• The implementation of the terms of the Amendment and
Extension, to the Existing Committed Debt Facilities resulting
in an extension of their term to 20 October 2028 along with
certain other amendments to be implemented following the
Meetings:
Notes to the financial statements
for the year ended 31 December 2024
John Wood Group PLC
Annual Report and Financial Statements 2024
160
Notes to the financial statements
continued
Accounting Policies
(continued)
• the Company has agreed the terms of:
• a committed $200 million New Money Facility which will
become effective at the same time as the Amendment
and Extension (and which will be used to refinance a $60m
drawn facility in full) and the proceeds of which will solely
be used to support the issuance performance, bid, surety or
similar bonds, letters of credit or guarantees issued by an
issuing bank; and
• a committed Existing Guarantee Facility of approximately
$400 million, governing certain existing guarantees issued
under the Company’s uncommitted bilateral arrangements,
which will become effective at the same time as the
Amendment and Extension; and
• a comprehensive collateral package comprising guarantees
and, where practicable, all asset security which is intended
to provide lenders with claims against substantially the
whole of the value of the Group in favour of: (i) the lenders
under the Existing Committed Debt Facilities, the New
Money Facility and the Existing Guarantee Facility; (ii)
Sidara; and (iii) certain other lenders, which will become
effective at the same time as the Amendment and
Extension.
If the conditions to the Acquisition are not satis
fied at any
point or the Acquisition terminates or lapses for any reason,
the amendments to the Existing Committed Debt Facilities to
be made pursuant to the Stable Platform will take effect (see
PBSE note 38). In that case, the Company would be obliged to
agree a recapitalisation plan under the Stable Platform with its
creditors within 30 days. The Board has considered a number of
alternate recapitalisation plans which could be applied in this
circumstance including the disposal of further assets and the
raising of additional equity and/or debt. However, the Board
recognises that the exact nature of the recapitalisation plan
will depend on the factors giving rise to the Stable Platform
being triggered and may include restructuring of the Group and
business disposals that would be reliant on receipt of creditor
approval in order to avoid a default under its facilities. There
can be no certainty that such a plan would be approved. In
addition, the Group would be subject to tighter undertakings
and covenants, restrictions on use of net disposals proceeds,
and New Money Facility and Existing Guarantee Facility would
each be draw-stopped. Accordingly, there can be no certainty
that the Group will continue in it’s current form and / or that
suf
ficient, appropriate
funding will be available.
Forecast compliance with debt covenants
As described above, the Group obtained waivers from its
creditors under the Existing Committed Debt Facilities in
respect of, non-compliance with
financial covenants as at 30
June 2025, as at the balance sheet date and prior periods
(including in respect of the
financial year ended 31 December
2023 and earlier) and certain related undertakings.
The temporary waivers provided under Wood’s Existing
Committed Debt Facilities are intended to be granted on a
permanent basis as part of the Amendment and Extension
(but will terminate if the Amendment and Extension does not
become effective with the Stable Platform requirements as set
out being applied).
Pursuant to the Amendment and Extension, the Group is
required to prepare its first quarterly covenant testing
for
the net debt/EBITDA and interest cover covenants (see table
below) on a rolling last twelve months basis as at 31 December
2025.
The Sidara Interim Funding and interest charge thereon will
be included in the covenant calculations until the date of
completion of the Acquisition, at which point the full $450m
of Sidara funding and interest thereon will be excluded from
the financial covenant calculations. Additionally, pursuant
to the Amendment and Extension, a new minimum liquidity
requirement covenant will be applicable from the A&E Effective
Date and until completion of the Acquisition. Under this
covenant, the Group undertakes to procure that liquidity and
forecast liquidity (includes readily accessible cash and undrawn
RCF) in respect of each relevant week shall not be less than
$100m.
For all three financial covenants, until completion o
f the
Acquisition, failure to satisfy covenant levels will trigger a
requirement to consult with the lenders. However, this will
not result in an event of default under the Amendment and
Extension. The going concern assessment assumes that
completion of the Acquisition is in September 2026. In a SBPD
scenario, there is an assumption that completion delays by one
month and is in October 2026.
The base case forecasts have been prepared on the assumption
that shareholders approve the Acquisition at the Meetings and
subsequently the Amendment and Extension is fully executed. In
the SBPD scenario, this is delayed by one month.
Base case forecast covenant results:
An assessment of the Group’s forward-looking
financial
covenant compliance has been made against the Base Case
forecast. The Base Case forecast has been prepared on the
latest Board approved forecasts, adjusted for a number of
significant changes since the approval o
f those forecasts. Base
case forecasts assume an improvement to current trading in
the going concern period. This is predicated on stabilisation of
Group’s capital position including access to full bonding and
guarantee facilities following the shareholder approval of the
Acquisition, and management committing to take certain
transformative actions to improve the Group’s competitiveness
and margin. These transformative actions, still at the early
stages, are estimated to deliver in excess of $60m in-year
EBITDA improvement, at a one-time cost of $32m. A series of
risks and uncertainties have also been considered as part of the
base case forecast.
All three financial covenants are
forecast to pass with suf
ficient
headroom across the going concern period in the base case
scenario.
Forecast covenant results in SBPD scenario:
The Group has modelled the impact in a SBPD scenario based
on the latest forecast to test the Group’s ability to withstand
potential downside shocks (being risks in excess of the identi
fied
business as usual risks included in the Base Case above). These
potential risks have been identified
following a bottom-up
granular exercise conducted with each of the Business Units,
and a consideration of the Group’s current overall operating
environment and circumstances. The key risks phased monthly
and modelled in the SBPD Case included:
• Risks in relation to trading and working capital performance;
•
Risks in relation to delivery of targeted transformative actions;
• Risks in respect of additional settlement of the outstanding
claims;
• Risks that completion of disposals of Group’s North America
T&D business and 50% stake in RWG joint venture are
delayed;
• Risks that receipt of Sidara Interim Funding and Sidara
Post-Completion Funding are delayed.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
161
Accounting Policies
(continued)
These risks have been applied throughout the forecast period,
and in parallel, a detailed list of potential mitigating items has
been identified with the Business Units at the Group level and
assessed for potential cash
flow benefits, timings and P&L impacts
(for covenant considerations) together with time and ease to
implement and overall attractiveness. Risks applied net of mitigants
account for 22% of base forecast EBITDA and result in up to 37%
reduced liquidity headroom across the going concern period.
In addition to the risks reflected in the SBPD, there are
contingent liabilities (Note 35) that may give rise to losses and
cash outflows during the going concern period. In particular
as disclosed in that note, the contingent liability in respect of
the ongoing FCA investigation is considered probable to result
in an outflow, but the amount and timing cannot be reliably
estimated. These have not been factored into the SBPD scenario
as it is either highly unlikely that any cash outflow will be in the
going concern period or that an outflow can not be reliably
estimated. However management believes there to be suf
ficient
headroom in the financial covenants in case there is an outflow
during the going concern period.
Financial covenants SBPD scenario
$m | Dec 25 | Mar 26 | Jun 26 | Sep 26 | Dec 26 |
Net debt / EBITDA | 5.32 | 4.88 | 4.75 | 4.66 | 2.73 |
Covenant threshold | 5.50 | 5.50 | 5.25 | 5.00 | 4.50 |
EBITDA headroom ($m) | 8 | 28 | 24 | 20 | 125 |
EBITDA headroom % | 3% | 11% | 10% | 7% | 39% |
Interest cover | 2.80 | 2.45 | 2.44 | 2.74 | 3.06 |
Covenant threshold | 2.00 | 2.00 | 2.00 | 2.25 | 2.50 |
EBITA headroom ($m) | 64 | 40 | 41 | 49 | 54 |
EBITA headroom % | 29% | 18% | 18% | 18% | 18% |
Minimum liquidity | 196 | 373 | 392 | 280 | 489 |
headroom ($m) | |||||
Covenant threshold | 100 | 100 | 100 | 100 | N/A |
($m) |
Due to the quarterly covenant testing requirements, there is an
inherent timing risk associated with profits, losses and large project
related client receipts. Therefore, there is a risk that should the
SBPD scenario outlined materialise, there may be temporary non-
compliance with covenants. Such non-compliance post completion
of the Transaction could lead to an event of default. The Group will
continue to actively manage its cash flow to mitigate this risk and
operate within the terms of the facilities. As discussed above, for all
three financial covenants, until completion o
f the Acquisition, failure
to satisfy covenant levels will trigger a requirement to consult with
the lenders. However, this will not result in an event of default.
Liquidity
The Group has performed a robust assessment of its liquidity
profile over the
forecast period, particularly in light of the lenders
partially restricting the use of the Group’s $1.7bn of uncommitted
borrowing facilities as described further above. The liquidity
headroom is positive throughout the forecast period. In the SBPD
scenario, which considers the additional key risks as described
above, the Group continues to show positive headroom throughout
the going concern period (as shown in the table above). The lowest
liquidity headroom across the going concern period is $85m in
October 2025. In the SBPD scenario, risks including delays in receipt
of proceeds from planned disposals and delay in receipt of Sidara
Interim Funding have been factored in. Any additional delays could
put significant pressure on short term liquidity. In case o
f such a
delay, management will take working capital actions to manage
short term liquidity.
In addition to the risks reflected in the SBPD, there are contingent
liabilities (Note 35) that may give rise to losses and cash outflows
during the going concern period. In particular as disclosed in
that note, the contingent liability in respect of the ongoing FCA
investigation is considered probable to result in an outflow, but the
amount and timing cannot be reliably estimated. These have not
been factored into the SBPD scenario as it is either highly unlikely
that any cash outflow will be in the going concern period or that
an outflow can not be reliably estimated. However Management
believes there to be suf
ficient headroom in the financial covenants
in case there is an outflow during the going concern period.
Material uncertainty
As described above, completion of the Acquisition and, in
turn, the associated changes to the Group’s available funding
is uncertain and the Group has therefore considered the
uncertainties that might exist under: (i) a scenario where the
Acquisition proceeds as planned; and (ii) a scenario where
the Acquisition does not proceed and the Stable Platform
Amendments take effect.
Assuming the Acquisition completes, the liquidity headroom is
positive throughout the forecast period, both under the base
forecast and the SBPD scenario. Additionally, the
financial
covenants will remain satisfied during the
forecast period in
the base forecast and SBPD scenario. As disclosed in the table
above, the headroom in the SBPD scenario is narrow in certain
instances with net debt/EBITDA headroom below 10% at
December 2025 and September 2026. However, any breaches
of
financial covenants up to the date o
f completion of the
Acquisition will require consultation with the lenders but will
not result in an event of default. Following completion of the
Acquisition, the timing of which is uncertain, revised covenants
become applicable and any breach thereof would constitute
an event of default requiring negotiation with the lenders.
Forecasts indicate that the Group will remain compliant with
those revised covenants though headroom is not large.
As noted above, the successful completion of the Acquisition
and associated changes to available funding are subject to a
number of uncertainties that are not in the Group’s control,
including: approval by the requisite number of shareholders at
the Meetings, sanction by the court, and certain regulatory and
antitrust approvals.
If the Acquisition conditions are not satis
fied or the Acquisition
does not complete, the Stable Platform arrangements will
become effective. In that case, the Company would be obliged
to agree a recapitalisation plan under the Stable Platform with
its creditors within 30 days. That plan may include restructuring
of the Group and business disposals that are reliant on receipt
of creditor approval in order to avoid a default under its
facilities. Additionally, there is insuf
ficient detail surrounding
the business disposals as there are too many variables to
consider at this point, including the timing at which point the
Stable Platform is triggered, how far internal transformation
programs have been implemented, the scope of potential
acquirers at the time of disposal and the extent of carve-up of
the Group required to execute this. The availability of suf
ficient
liquidity and necessary facilities in this scenario is uncertain.
Based on this there is uncertainty with respect to the continued
availability of suf
ficient, appropriate
funding.
Additionally, whilst Sidara have stated its intention for Wood
Group to continue in its current form, there can be no certainty
as to what Sidara will decide on the future operations or
structure of the Group. Whilst the directors consider the
likelihood of any signi
ficant change in these respects by Sidara
during the going concern period to be limited, this is beyond the
directors’ control.
John Wood Group PLC
Annual Report and Financial Statements 2024
162
Notes to the financial statements
continued
Accounting Policies
(continued)
Accordingly, the directors have identified a material uncertainty
concerning the completion of the Acquisition, Sidara’s plans
for future operations and in the absence of the successful
completion of the acquisition the continued availability of
suf
ficient, appropriate
funding that may cast signi
ficant doubt
about the Group’s and the Company’s ability to continue as a
going concern and, therefore, the Group and the Company may
be unable to realise their assets and discharge their liabilities
in the normal course of business. This material uncertainty is
referenced in the external auditor’s Independent Audit Report
on page 248.
Notwithstanding the material uncertainty explained above,
taking account of all the factors explained in this statement,
the directors have formed the judgement that it is appropriate
to prepare the financial statements on the going concern
basis. The financial statements there
fore do not include the
adjustments that would result if the Group and the Company
Significant accounting policies
The Group’s significant accounting policies adopted in the
preparation of these
financial statements are set out below.
These policies have been consistently applied to all the years
presented.
The preparation of the
financial statements requires the
use of estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the
financial
statements and the reported amounts of revenue and expenses
during the year. These estimates and judgements are based
on management’s best knowledge of the amount, event or
actions and actual results ultimately may differ from those
estimates. Group management believe that the estimates and
assumptions listed below have a significant risk o
f resulting in
a material adjustment to the carrying amounts of assets and
liabilities.
(a)
Revenue recognition on fixed price and long-term
contracts (estimate)
The Group has a large number of
fixed price long-term
contracts which are accounted for in accordance with IFRS
15 and require estimates to be made for contract revenue.
Fixed price contracts revenue from continuing operations
amounted to $1,032.1m in 2024 (2023: $840.4m (*restated)),
and is comprised of several hundred relatively low value
contracts which are ongoing at any one point in time and
these often span reporting periods and include small short
duration consultancy contracts. They are all at varying stages
of completion and carry their own unique risks. Hence, with
the exception of the Aegis contract, which is described
further in note 2, it is impracticable to provide any meaningful
disclosure on the key sensitivities that would impact on revenue
recognition, such as those outlined below.
Uncertainties include the estimation of:
Forecast costs to complete the contract
At the end of the reporting period the Group is required to
estimate costs to complete on fixed price contracts based
on the work to be performed after the reporting date, which
may span more than one reporting period. This involves an
objective evaluation of project progress against the delivery
schedule, evaluation of the work to be performed and the
associated costs to fully deliver the contract to the client
and contingencies. These factors are affected by a variety of
uncertainties that depend on the outcome of future events,
and so often need to be revised as events unfold, and therefore
it is not practically possible to present these sensitivities which
will be different across a large number of relatively low value
contracts. The estimates from these contracts, in aggregate,
could nevertheless have a possible material impact on revenue,
gross amounts due to clients and gross amounts due from
clients. Where forecast costs exceed revenue per the contract,
could lead to onerous contract provisions being recognised
which would also have an impact on cost of sales.
Recognition of revenue from variation orders (‘VOs’)
As contracts progress management may deem that the
company is entitled to VOs increasing the contract price
under the existing contracts (variable considerations). In some
instances, changes to the scope or requirements of a project
equate to changing the contract in a way that entitles the
Company to additional consideration (contract modifications).
Where VOs are linked to variable consideration management
estimate the value of revenue to be recognised such that it is
considered highly probable that a significant reversal in the
amount of cumulative revenue recognised to date will not occur
when the uncertainty associated with the VO is subsequently
resolved. This assessment is reconsidered at each reporting
date. The assessment is based on discussions with the client
and a range of factors, including contractual entitlement, prior
experience of the client and of similar contracts with other clients.
Where VOs are linked to contract modifications, management
recognise associated revenue when such modifications are
approved and when the company has an enforceable right
to payment. In cases where the price has not been agreed,
management estimate the value of revenue to be recognised
such that it is considered highly probable that a significant
reversal in the amount of cumulative revenue recognised
to date will not occur when the final price
for the contract
modification has been agreed. The Group has governance
processes in place, whereby unapproved variation orders in
excess of $5m require approval by senior management. As at
the year end, there were no (2023: two) unapproved variation
orders totalling nil (2023: $17m) which were approved under
this process. Revenue recognised in 2024 and 2023 associated
with unapproved variation orders below the $5m threshold was
immaterial.
Liquidated damages (‘LDs’)
LDs are designated damages (negative variable considerations)
that are paid by the defaulting party in the event that certain
contractual requirements are not met. Management make an
assessment of the value of LDs to be provided at the reporting
date such that it is considered highly probable that a significant
reversal in the amount of cumulative revenue recognised will
not occur when the uncertainty associated with the LDs is
subsequently resolved. This initial assessment is reconsidered
at each reporting date. The assessment is based on a best
estimate of the monetary amount of LDs payable which involves
a number of management assumptions and judgements
including discussions with the client, contractual entitlement,
prior experience of the client, prior experience of similar contracts
with other clients and other forms of documentary evidence.
There were no other individually material contractual liquidated
damages as at the year ended 31 December 2024, other than
Aegis which is described further below.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
163
Accounting Policies
(continued)
Reimbursable contracts
As reimbursable contracts progress, changes to the scope or
requirements of a project may equate to changing the contract
in a way that entitles the Company to additional consideration
(contract modifications) or, conversely, result in potentially
irrecoverable costs due to the terms and conditions associated
with the contract.
These factors are affected by a variety of uncertainties that
depend on the outcome of future events, and so often need to
be revised as events unfold, and therefore it is not practically
possible to present these sensitivities which will be different
across a large number of relatively low value contracts. The
estimates from these reimbursable contracts, in aggregate,
could nevertheless have a possible material impact on revenue,
gross amounts due to clients and gross amounts due from
clients.
Aegis Poland and other specific contracts
Revenue for the Aegis Poland project has been recognized
in accordance with IFRS 15
Revenue from Contracts with
Customers
, which requires that variable consideration such
as claims, change orders, and liquidated damages (LDs) be
included in the transaction price only to the extent that it
is highly probable that a significant reversal will not occur
when the uncertainty is resolved.
Given the current status
of negotiations with USACE, as further described in note 2,
management has determined that it is no longer possible to
conclude with suf
ficient certainty that any o
f the submitted
claims or retention balances meet the “highly probable”
threshold. Accordingly, these amounts have been constrained to
zero in the revenue recognized to date (2023: $266.6m).
There are further contracts, principally within the Projects
business for which the Group has received material claims
relating to liquidate or other damages.
Management has
determined that it is not yet possible to conclude with suf
ficient
certainty that the retention by the Group of all previous
received client payments meet the “highly probable” threshold.
Accordingly, the revenue recognised has been to constrained to
the extent that it is considered highly probable that a significant
reversal in the amount of cumulative revenue recognised to
date will not occur when the associated uncertainty is resolved..
This accounting treatment reflects the absence o
f documentary
evidence, third-party validation, or legal discovery that would
support recognition under IFRS 15 at this stage. As the matter
progresses toward Trial, the Group expects the accounting
position to evolve as additional information, and positions are
made available and in so doing the recognized loss to reverse in
whole or in part. See note 2 for further details.
Impairment of goodwill and other acquired
intangibles (estimate)
A key area of judgement is the impairment testing of goodwill.
At each reporting period an assessment is performed in order
to determine whether there are any indicators of impairment,
which involves considering the performance of the business
and any significant changes to the markets in which the Group
operates.
Determining whether goodwill requires an actual impairment
involves an estimation of the expected value in use or fair
value less cost of disposal of the asset (or CGU to which the
asset relates), whichever results in a higher value. The Group’s
CGUs are consistent with its reportable operating segments
as outlined in note 1, with Investment Services comprised of
Wood Transmission and Distribution and Swaggart. The value
in use calculation, the method which returns the higher value
for all CGU’s (see note 10), involves an estimation of future
cash flows and also the selection o
f appropriate discount rates
and terminal growth rates, all of which involve considerable
judgement.
During the year, there was a change in assumption to allocating
intangible capital expenditure that is incurred centrally to each
of the CGUs. The annual amortisation charge was previously
allocated to each of the CGUs on the basis of revenue however
following a review of the
financial per
formance of each of
the CGUs and the Group as a whole, the amortisation charge
is now allocated according to usage of the various software
packages. The annual amortisation charge is deemed to be an
appropriate proxy for software additions. This has no impact on
the Group position but reduces the Projects CGU value in use,
increasing Operations and Consulting.
Furthermore, the Group allocated central costs and assets on
a just and reasonable basis as part of the 2024 impairment
test. In 2023, management performed the test of the central
unallocated costs through a supplemental Group test which did
not identify an additional impairment. In general, the central
incurred costs and assets were allocated pro-rata to each of
the CGUs on the basis of revenue, headcount or usage of the
assets. Headcount data and usage of assets was obtained from
human resources and asset usage data was obtained from
software providers or real estate as appropriate.
The future cash
flows are derived
from the latest Board
approved five-year plan, with the key assumptions being
revenue growth, which is sensitive to known and unknown
pipeline opportunities, and is common within the industry, win
rates for rebids and new business, and EBITDA margins. The
Board-approved five-year plan has an element o
f contingency
to take into consideration potential risks within these
assumptions. The revenue CAGR assumption ranges from 2.7%
to 5.6% and has also significantly reduced, reflecting market
confidence in the Group’s ability to achieve
forecasts and
challenges in securing work against a backdrop of signi
ficant
financial uncertainty. The risk adjusted EBITDA margins range
from 5.9% to 9.7%, see note 10 for further details.
Discount rates and terminal growth rates are calculated with
reference to the speci
fic risks associated with the assets. The
calculation of discount rates is performed using a risk-free
rate appropriate to the currency of the cash
flows related
to the CGU being tested. This rate is then adjusted to factor
in local market risks and risks specific to the Group, with
cash flow risks considered within the cash flows themselves
rather than the discount rate. For the purpose of impairment
testing in accordance with IAS36
Impairment of Assets
, the
Group estimates pre-tax discount rates based on the post-tax
weighted average cost of capital, which is used for internal
purposes. Pre-tax discount rates of between 13.6% and 15.6%
have been used to discount the CGU cash flows and a terminal
value is applied using long term growth rates of 2.0% to 2.1%.
The discount rates have increased significantly since 2023
mainly due to refinancing risk and the reduced size o
f the
Group, relative to its peers.
The carrying value of the brand at 31 December 2024 was
$253.7m (2023: $283.7m) and was recognised on the acquisition
of AFW in 2017. At 31 December 2024, the Group fully impaired
the carrying value of its AFW brand intangible of $253.7
million. The brands, acquired in 2017, were no longer used in
commercial activities, with the Group operating solely under
the ‘Wood’ brand throughout 2024. The AFW brands did not
generate independent cash flows and assessment under
fair value less costs of disposal assessments concluded the
brand’s recoverable amount was nil, supported by the Group’s,
significant legacy losses, negative brand sentiment, and the
immateriality of remaining AFW branded operations. Therefore,
the Group has impaired the brand asset in full. See note 10 for
John Wood Group PLC
Annual Report and Financial Statements 2024
164
Notes to the financial statements
continued
Accounting Policies
(continued)
Provisions and contingent liabilities
(judgement and estimate)
The Group records provisions where it has a present obligation
(legal or constructive) as a result of a past event, it is probable
that an outflow o
f resources will be required to settle the
obligation and a reliable estimate of the obligation can be
made. Where the outcome is less than probable, but more than
remote, or a reliable estimate cannot be made, no provision is
recorded but a contingent liability is disclosed in the financial
statements, if material. The recording of provisions is an area
which requires the exercise of management judgement relating
to the nature, timing and probability of the liability and typically
the Group’s balance sheet includes contract provisions and
provisions for pending legal issues.
As a result of the acquisition of Amec Foster Wheeler (‘AFW’)
in 2017, the Group has acquired a significant asbestos related
liability. Some of AFW’s legacy US and UK subsidiaries are
defendants in asbestos related lawsuits and there are out of
court informal claims pending in both jurisdictions. Plaintiffs
claim damages for personal injury alleged to have arisen
from exposure to the use of asbestos in connection with work
allegedly performed by subsidiary companies in the 1970s and
earlier. The provision for asbestos liabilities is the Group’s best
estimate of the obligation required to settle claims up until
2050.
The critical assumptions applied in determining the asbestos
provision include: indemnity settlement amount, forecasted
number of new claims, estimated defence costs and the
discount rate. The Group uses a blended yield curve rate to
discount its asbestos liabilities. This rate is matched to the
expected duration of the liabilities and the rate used at the end
of December 2024 is 4.58%.
The Group’s subsidiaries have been effective in managing the
asbestos litigation, in part, because the Group has access
to historical project documents and other business records
going back more than 50 years, allowing it to defend itself by
determining if the claimants were present at the location of the
alleged asbestos exposure and, if so, the timing and extent of
their presence.
The Group has recorded a $32.6m exceptional charge
(2023: $29.4m) with respect to the asbestos liability in the
period which reflects an additional risk premium recorded
by management to reflect a historical analysis o
f actual
settlements against forecasts and re
flects an updated
actuarial review which updated the best estimate for recent
claims experience and latest projections. Further details of the
asbestos liabilities are provided in note 21 including a sensitivity
(d)
Retirement benefit schemes (estimate)
The value of the Group’s retirement bene
fit schemes’ surplus/
deficit is determined on an actuarial basis using several
assumptions. Changes in these assumptions will impact the
carrying value of the surplus/de
ficit. A sensitivity analysis
showing the impact of changes to these assumptions is
provided in note 34. The principal assumptions that impact
the carrying value are the discount rate, the inflation rate
and life expectancy. The Group determines the appropriate
assumptions to be used in the actuarial valuations at the end of
each financial year
following consultation with the retirement
benefit schemes’ actuaries. In determining the discount rate,
consideration is given to the interest rates of high-quality
corporate bonds in the currency in which the benefits will
be paid and that have terms to maturity similar to those of
the related retirement benefit obligation. The inflation rate
is derived from the yield curve used in deriving the discount
rate and adjusted by an agreed risk premium. Assumptions
regarding future mortality are based on published statistics
and the latest available mortality tables. The tax rate applied
to the surplus of the UK scheme is 25%, (2023: 35%), following
the Authorised Surplus Payments Charge (Variation of Rate)
Order 2024, the tax rate of 35% was reduced to 25% from 6
April 2024.. As at the balance sheet date, there are no plans to
request a refund and other avenues are being explored to use
the surplus. The technical surplus is not as large as the IAS 19
surplus and so there is a lower limit to what could be accessed
in any event.
Further details of the assumptions and measurements outlined
The Group financial statements are the result o
f the
consolidation of the
financial statements o
f the Group’s
subsidiary undertakings from the date of acquisition or up
until the date of divestment as appropriate. Subsidiaries are
entities controlled by the Group. The Group ‘controls’ an entity
when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect
those returns through its power over the entity. All Group
companies apply the Group’s accounting policies and prepare
financial statements to 31 December. Intra-group balances and
transactions, and any unrealised income and expenses arising
A joint venture is a type of joint arrangement where the
parties to the arrangement share rights to its net assets. A
joint arrangement is an arrangement of which two or more
parties have joint control. Joint control is the contractually
agreed arrangement which exists only when decisions about
the relevant activities require unanimous consent of the parties
sharing control. The considerations made in determining joint
control are similar to those necessary to determine control over
subsidiaries.
The Group’s interests in joint ventures are accounted for using
equity accounting. Under the equity method, the investment in a
joint venture is initially recognised at cost. The carrying amount
of the investment is adjusted to recognise changes in the Group’s
share of net assets of the joint venture from the acquisition date.
The results of the joint ventures are included in the consolidated
financial statements
from the date the joint control commences
until the date that it ceases. The Group includes its share of joint
venture profit on the line ‘Share o
f post-tax pro
fit
from joint
ventures’ in the Group income statement and its share of joint
venture net assets in the ‘investment in joint ventures’ line in the
Group balance sheet.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
165
Accounting Policies
(continued)
A joint operation is a joint arrangement whereby the parties
that have joint control of the arrangement have rights to
the assets and obligations for the liabilities relating to the
arrangement. The Group accounts for joint operations by
recognising the appropriate proportional share of revenue,
The Group’s earnings stream is primarily US dollars and the
Group therefore uses the US dollar as its presentational
currency.
The following exchange rates have been used in the preparation
of these
financial statements:
2024 |
2023 |
|
Average rate £1 = $ |
1.2781 |
1.2425 |
Closing rate £1 = $ |
1.2523 |
1.2749 |
In each individual entity, transactions in foreign currencies are
translated into the relevant functional currency at the exchange
rates ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are retranslated
at the exchange rates ruling at the balance sheet date. Any
exchange differences are taken to the income statement.
Income statements of entities whose functional currency is
not the US dollar are translated into US dollars at average
rates of exchange for the period and assets and liabilities are
translated into US dollars at the rates of exchange ruling at the
balance sheet date. Exchange differences arising on translation
of net assets in such entities held at the beginning of the year,
together with those differences resulting from the restatement
of pro
fits and losses
from average to year end rates, are taken
to the currency translation reserve.
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the exchange rate ruling at the
balance sheet date with any exchange differences taken to the
currency translation reserve.
Foreign currency differences are recognised in Other
Comprehensive Income (‘OCI’) and accumulated in the
translation reserve, except to the extent that the translation
difference is allocated to Non-Controlling Interests (‘NCI’).
When a foreign operation is disposed of in its entirety or
partially such that control, significant influence or joint control
is lost, the cumulative amount in the translation reserve related
to the foreign operation is reclassi
fied to profit or loss as part
of the gain or loss on disposal. If the Group disposes of part of
its interest in a subsidiary but retains control, then the relevant
proportion of the cumulative amount is reattributed to NCI.
When the Group disposes of only part of an associate or joint
venture while retaining significant influence or joint control, the
relevant proportion of the cumulative amount is reclassi
fied
to profit or loss. The directors consider it appropriate to record
sterling denominated equity share capital in the financial
statements of John Wood Group PLC at the exchange rate
The Group has four business units: Consulting, Projects,
Operations and Investment Services. The Consulting business
provides technical consulting, digital consulting and energy
asset development and also provides decarbonisation and
digital solutions. The Projects business mainly provides complex
engineering design and project management across energy and
materials markets, including oil and gas, metal and minerals
and life sciences. The Operations business manages and
optimises client assets including decarbonisation, maintenance,
modifications, brownfield engineering and asset management
through to decommissioning. Investment Services manages a
number of legacy activities and activities in industrial power
and heavy civil engineering.
Revenue comprises the fair value of the consideration speci
fied
in a contract with a client and is stated net of sales taxes (such
as VAT) and discounts. The Group recognises revenue when it
transfers control over a good or service to a client and when it
is highly probable that such revenue will not reverse in a future
period.
With regard to cost reimbursable projects and fixed price
contracts, further detail is provided below about the nature
and timing of the satisfaction of performance obligations in
contracts with clients, including payment terms and the related
revenue recognition policies.
Cost reimbursable projects
Revenue is recognised over time as the services are provided
based on contractual rates per man hour in respect of multi-
year service contracts. The amount of variable revenue related
to the achievement of key performance indicators (‘KPIs’) or
the impact of maximum price caps is estimated at the start of
the contract, but any revenue recognised is constrained to the
extent that it is highly probable there will not be a significant
reversal in future periods.
Fixed price contacts
Revenue on fixed price contracts
for services, construction
contracts and fixed price long-term service agreements is
recognised over time according to the stage of completion
reached in the contract by measuring the proportion of costs
incurred for work performed to total estimated costs. Margin
is only recognised when the outcome of the contract can be
measured reliably.
Contract modifications are generally not distinct
from the
performance obligations in the original contract due to the
significant integration service provided in the context o
f the
contract and are priced according to the same standalone
selling prices of the original contract.
Therefore, modi
fications are generally accounted
for as a
modification o
f the existing contract and performance obligations
with a cumulative catch-up adjustment recognised within revenue.
Management assess the value of revenue to be recognised
in respect of variation orders based on the considerations
described in the critical accounting judgements and estimates
section above in the paragraph regarding recognition of
revenue from variation orders.
John Wood Group PLC
Annual Report and Financial Statements 2024
166
Notes to the financial statements
continued
Accounting Policies
(continued)
A claim is an amount that the Group seeks to collect from
the client as reimbursement for costs whose inclusion in the
contract price is disputed, and may arise from, for example,
delays caused by the client, errors in specification or design and
disputed variations in contract work. Claims are also usually
variable considerations and are included in contract revenue
only to the extent that it is highly probable that a significant
reversal of revenue will not occur. Appropriate legal advice is
taken in advance of any material revenue being recognised in
respect of claims. Please refer to the signi
ficant accounting
policies section for more detail on the Group’s policies around
estimating forecast costs to complete, recognition of revenue
from variation orders and liquidated damages, the latter of
which are forms of variable consideration which can be material
and highly judgemental.
Contract costs are recognised in the income statement when
incurred. When it is probable that total contract costs will
exceed total contract revenue, the expected loss is recognised
immediately.
The Group’s payment terms state that all invoices are generally
payable within 30 days.
Passthrough revenue
Passthrough revenue represents services from contracts
entered into with the clients to acquire, on their behalf,
equipment produced by various suppliers and/or services
provided by different subcontractors. The Group executes
passthrough services as a principal and as an agent. Where
the Group controls the promised goods or services before
transferring them to the client, the Group is a principal and
records revenue and costs on a gross basis and the revenue
is recorded at a point in time when control over the goods is
passed to the client. If the Group does not control the promised
goods and services before transferring to the client, the Group
is agent and revenue is limited to any commission earned for
performing the service and is generally recorded over time as
the Group’s role is to arrange for another entity to provide
the goods or services. Payment is usually due upon receipt of
the equipment by the client or as subcontractor services are
performed, depending on the terms of the contract. Payment
terms for contracts that are not prefunded by the clients are
usually within 30 to 60 days.
Details of the services provided by the Group are provided under
the ‘Segmental Reporting’ heading.
Contract balances
A contract asset includes trade receivables which includes
amounts that the Group has invoiced to clients and gross
amounts due from clients. Gross amounts due from clients
reflects revenue recognised on the contract according to the
stage of completion, less any progress payments received,
and amounts transferred to trade receivables when the right
to consideration becomes unconditional. Contract assets are
adjusted for any expected credit loss allowance considering the
probability of default by the counterparty.
Contract liabilities include gross amounts due to clients and
primarily relate to advance consideration received from clients,
for which revenue is recognised over time and include claims
made against the Group by clients that are considered highly
Exceptional items are those significant items which are
separately disclosed by virtue of their size or incidence to enable
a full understanding of the Group’s
financial per
formance.
Transactions which may give rise to material exceptional
items include gains and losses on divestment of businesses;
write downs or impairments of assets including goodwill;
restructuring and redundancy costs or provisions; litigation or
regulatory settlements; asbestos related income or charges;
tax provisions or payments; provisions for onerous contracts
and acquisition and divestment costs. The tax impact on these
transactions is shown separately in the exceptional items note
to the financial statements (note 5).
Restructuring and redundancy costs or provisions will include
those costs associated with major Board approved programmes
which will deliver longer term benefits to the Group. I
f this
involves closure of a material of
fice, discrete operating unit or
service line the exceptional cost will include redundancy and
severance of impacted employees, onerous contract provisions,
the write off of any unrecoverable net assets and any reversals
in future periods. Provisions for restructuring will be recognised
statement in the period to which it relates. Arrangement
fees and expenses in respect of the Group’s debt facilities are
amortised over the period which the Group expects the facility
to be in place. Interest relating to the unwinding of discount on
deferred and contingent consideration, IFRS 16 lease liabilities
and asbestos liabilities is included in finance expense. Interest
expense and interest income on scheme assets relating to the
Group’s retirement benefit schemes are also included in finance
income/expense. See note 3 for further details.
Interest income or expense is recognised using the effective
interest method. The ‘effective interest rate’ is the rate that
exactly discounts estimated future cash payments or receipts
through the expected life of the
financial instrument to:
• The gross carrying amount of the
financial asset; or
• The amortised cost of the
Dividends to the Group’s shareholders are recognised as a
liability in the period in which the dividends are approved by
shareholders. Interim dividends are recognised when paid. See
The Group accounts for business combinations using the
acquisition method of accounting when control is transferred
to the Group. The consideration transferred is measured at fair
value, as are the identifiable net assets acquired. Any goodwill
that arises is tested annually for impairment. Intangible assets
arising on business combinations are tested for impairment
when indicators of impairment exist. Acquisition costs are
expensed and included in administrative expenses in the income
Goodwill represents the excess of the cost of an acquisition over
the fair value of the net assets acquired. Goodwill is carried
at cost less accumulated impairment losses. Goodwill is not
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
167
Accounting Policies
(continued)
Intangible assets are carried at cost less accumulated
amortisation. Intangible assets are recognised if it is probable
that there will be future economic bene
fits attributable to the
asset, the cost of the asset can be measured reliably, the asset
is separately identifiable and there is control over the use o
f the
asset. Where the Group acquires a business, intangible assets
on acquisition are identified and evaluated to determine the
carrying value on the acquisition balance sheet.
Licence agreements to use Software as a service (SaaS)
software are treated as service contracts and expensed in
the Group income statement, unless the Group has both a
contractual right to take possession of the software at any time
without significant penalty, and the ability to run the so
ftware
independently of the host vendor. In such cases the licence
agreement is capitalised as software within intangible assets.
Costs to configure or customise a SaaS so
ftware licence are
expensed alongside the related service contract in the Group
income statement, unless they create a separately identifiable
resource controlled by the Group, in which case they are
capitalised.
Intangible assets are amortised over their estimated useful lives
on a straight-line basis, as follows. During the year, the brand
asset was impaired in full. Refer to note 10 for further details.
Software | 3-5 years |
Development costs and licences | 3-5 years |
Intangible assets on acquisition | |
Client contracts and relationships | 5-13 years |
Brands | 16 years |
Property plant and equipment (PP&E) is stated at cost less
accumulated depreciation and impairment. No depreciation is
charged with respect to freehold land and assets in the course
of construction.
the following estimated useful lives of the assets:
Freehold buildings | 25-50 years |
Leasehold improvements | period of lease |
Plant and equipment | 3-10 years |
When estimating the useful life of an asset group, the principal
factors the Group takes into account are the durability of the
assets, the intensity at which the assets are expected to be
used and the expected rate of technological developments.
Asset lives and residual values are assessed at each balance
sheet date.
Refer to the Leases policy for the Group’s policy with respect to
The Group performs impairment reviews in respect of PP&E,
investment in joint ventures and intangible assets whenever
events or changes in circumstance indicate that the carrying
amount may not be recoverable. In addition, the Group carries
out impairment reviews in respect of goodwill, at least annually.
An impairment loss is recognised when the recoverable amount
of an asset, which is the higher of the asset’s fair value less
costs to sell and its value in use, is less than its carrying amount.
Impairment losses are recognised in profit or loss. They are
allocated to first reduce the carrying amount o
f any goodwill
allocated to the CGU, and then to reduce the carrying amounts
of the other assets in the CGU on a pro-rata basis.
For the purposes of impairment testing, assets are grouped
together into the smallest group of assets that generates cash
inflows
from continuing use that are largely independent of the
cash inflows o
f other assets or cash generating units (‘CGUs’).
Goodwill arising from a business combination is allocated to
the appropriate CGU or groups of CGUs that are expected to
benefit
from the synergies of the combination. The CGUs are
aligned to the structure the Group uses to manage its business.
Cash flows are discounted in determining the value in use.
See note 10 for further details of goodwill impairment testing and
Cash and cash equivalents include cash in hand and other
short-term bank deposits with original maturities of three
months or less. Bank overdrafts are included within borrowings
in current liabilities. The Group presents balances that are part
of a pooling arrangement with no right of offset on a gross
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. The Company’s
business model is primarily Hold to Collect. The Group has non-
recourse financing arrangements in which
funds are received
in relation to trade receivable balances before the due date for
payment. Trade receivables are derecognised on receipt of the
payment from the bank. See note 15 for further details.
The Group recognises loss allowances for Expected Credit
Losses (‘ECLs’) on trade receivables and gross amounts due
from clients, measured at an amount equal to lifetime ECLs.
ECLs are a probability-weighted estimate of credit losses.
Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash
flows due to
the entity in accordance with the contract and the cash flows
that the Group expects to receive). ECLs are discounted at the
effective interest rate of the
financial asset.
At each reporting date, the Group assesses whether financial
assets carried at amortised cost are credit-impaired. A financial
asset is ‘credit-impaired’ when one or more events that have
a detrimental impact on the estimated future cash
flows o
f
the financial asset have occurred. Evidence that a financial
asset is credit-impaired includes a customer being in significant
financial di
f
ficulty or a breach o
f contract such as a default.
The gross carrying amount of a
financial asset is written o
ff
when the Group has no reasonable expectation of recovering
a financial asset in its entirety or a portion thereo
f. For
individual clients, the Group individually makes an assessment
with respect to the timing and amount of write-off based on
whether there is a reasonable expectation of recovery.
John Wood Group PLC
Annual Report and Financial Statements 2024
168
Notes to the financial statements
continued
Accounting Policies
(continued)
Asbestos related receivables
Asbestos related receivables represents management’s best
estimate of insurance recoveries relating to liabilities for
pending and estimated future asbestos claims. They are only
recognised when it is virtually certain that the claim will be paid.
Asbestos related assets under executed settlement agreements
with insurers due in the next 12 months are recorded within
Trade and other receivables and beyond 12 months are recorded
within Long term receivables. The Group’s asbestos related
assets have been discounted using an appropriate rate of
Trade payables are recognised initially at fair value and
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently stated
at amortised cost using the effective interest method. Under
existing IAS 1 requirements, companies classify a liability as
current when they do not have the unconditional right to
defer settlement for at least 12 months after the reporting
date. The IASB has removed the requirement for a right to
be unconditional and instead now requires that a right to
defer settlement must exist at the reporting date and have
substance. All non-current borrowings have been classified
as current due to historical breaches of information and
financial covenants due to the presence o
f material prior year
adjustments. These breaches have been remedied post year end
Tax provisions are based on management’s interpretation
of country speci
fic tax law and the likelihood o
f settlement.
This involves a significant amount o
f judgement as tax
legislation can be complex and open to different interpretation.
Management uses in-house tax experts, professional
firms
and previous experience when assessing tax risks. When actual
liabilities differ from the provisions, adjustments are made
which can have a material impact on the Group’s tax charge for
the year.
deferred tax liabilities in the same jurisdiction as assets that
are legally capable of being offset and the timing of the
reversal of the asset and liability would enable the deduction
from the asset to be utilised against the taxable income from
the liability. Secondly, forecast pro
fits support the recognition
of deferred tax assets not otherwise supported by deferred
tax liabilities. Management uses in-house tax experts to
determine the forecast period to support recognition, this is
considered by jurisdiction or entity dependent on the tax laws
of the jurisdiction. If actual results differ from the forecasts
the impact of not being able to utilise the expected amount of
deferred tax assets can have a material impact on the Group’s
tax charge for the year.
See note 6 and 23 for details.
The tax charge represents the sum of tax currently payable
and deferred tax. Tax currently payable is based on the taxable
profit
for the year. Taxable pro
fit di
ffers from the pro
fit
reported in the income statement due to items that are not
taxable or deductible in any period and also due to items that
are taxable or deductible in a different period. The Group’s
liability for current tax is calculated using tax rates enacted or
substantively enacted at the balance sheet date.
Tax is recognised in the income statement except to the extent
that it relates to items recognised in other comprehensive
income or equity, in which case it is recognised in other
comprehensive income or equity as appropriate.
A current tax provision is recognised when the Group has a
present obligation as a result of a past event, it is probable
that the Group will be required to settle that obligation and a
reliable estimate can be made of the amount of the obligation.
In line with IFRIC 23, depending on the circumstances, the
provision is either the single most likely outcome, or a probability
weighted average of all potential outcomes. The provision
incorporates tax and penalties where appropriate. Separate
provisions for interest are also recorded. Interest in respect of
the tax provisions is not included in the tax charge, but disclosed
within profit be
fore tax.
Deferred tax is provided, using the full liability method, on
temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated
financial statements. The principal temporary di
fferences arise
from depreciation on PP&E, tax losses carried forward and, in
relation to acquisitions, the difference between the fair values
of the net assets acquired and their tax base. Tax rates enacted,
or substantively enacted, at the balance sheet date are used to
determine deferred tax.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and joint
ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the
Tax assets and liabilities are offset when they relate to income
taxes levied by the same taxation authority and it is intended
that they will be settled on a net basis.
12 issued in May 2023 and has neither recognised nor disclosed
information about deferred tax assets or liabilities relating to
financial instruments and
hedging activities
Derivatives are initially recognised at fair value on the date the
contract is entered into and are subsequently re-measured
at fair value. Where hedging is to be undertaken, the Group
documents the relationship between the hedging instrument
and the hedged item at the inception of the transaction,
as well as the risk management objective and strategy for
undertaking the hedge transaction. The Group also documents
its assessment, both at hedge inception and on an ongoing
basis, of whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair
values or cash flows o
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
169
Accounting Policies
(continued)
‘Fair value’ is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date in the principal
or, in its absence, the most advantageous market to which
the Group has access at that date. The fair value of a liability
reflects its non-per
formance risk. A number of the Group’s
accounting policies and disclosures require the measurement
of fair values, for both
financial and non-financial assets and
liabilities.
When one is available, the Group measures the fair value of
an instrument using the quoted price in an active market for
that instrument. If there is no quoted price in an active market,
then the Group uses valuation techniques that maximise
the use of relevant observable outputs and minimise the use
of unobservable outputs. The chosen valuation technique
incorporates all of the factors that market participants would
take into account in pricing a transaction.
The fair value of interest rate swaps is calculated as the present
value of their estimated future cash
flows. The
fair value
of forward foreign exchange contracts is determined using
forward foreign exchange market rates at the balance sheet
date. The fair values of all derivative
financial instruments
are verified by comparison to valuations provided by financial
institutions.
The carrying values of trade receivables and payables
approximate to their fair values.
The fair value of
financial liabilities is estimated by discounting
the future contractual cash
flows at the current market
interest rate that is available to the Group for similar
financial
At inception of a contract, the Group assesses whether a
contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control or use
an identified asset
for a period of time in exchange for
consideration. To assess whether a contract conveys the right
to control the use of an asset, the Group uses the de
finition o
f a
lease in IFRS 16.
The Group recognises a right of use asset and a lease liability
at the lease commencement date. The right of use asset is
initially measured at cost, and subsequently at cost less any
accumulated depreciation and impairment losses and adjusted
for certain remeasurements of the lease liability.
The Group leases real estate, including land, buildings and
warehouses, machinery/equipment, vehicles and IT equipment.
The right of use assets generate cash
flows as part o
f the cash
generating units disclosed in note 10. The majority of the lease
liability relates to real estate with leases generally entered
into for
fixed periods o
f up to
five years, unless o
f strategic
importance to the Group. Some leases have extension options
as described below. Lease terms are negotiated on an individual
basis and contain a wide range of terms and conditions. The
lease agreements do not impose any covenants other than the
security interests in the leased assets that are held by the lessor.
Leased assets are not used as security for borrowing purposes.
The right of use asset is subsequently depreciated using the
straight-line method from the commencement date to the
end of the lease term. The right of use asset is periodically
reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement
date, discounted using the Group’s incremental borrowing rate
(‘IBR’) and is subsequently increased by the interest cost on
the lease liability and reduced by repayments. It is remeasured
when there is a change in future lease payments arising from
a change in an index or rate, a change in the assessment
of whether an extension option is reasonably certain to be
exercised or a termination option is reasonably certain not to be
exercised.
The lease payments are discounted using the interest rate
implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, the Group’s
IBR is used. The IBR is the rate that the individual lessee would
have to pay to borrow the funds necessary to obtain an asset
of similar value to the right of use asset in a similar economic
environment with similar terms, security and conditions.
The Group has applied judgement to determine the lease term
for some lease contracts in which it is a lessee that includes
renewal options. The assessment of whether the Group is
reasonably certain to exercise such options impacts the lease
term, which may affect the amount of lease liabilities and right
of use assets recognised.
The Group applies the practical expedient for short-term leases
in which a lessee is permitted to make an accounting policy
election not to recognise lease assets and lease liabilities for
leases with a term of 12 months or less and do not include an
option to purchase the underlying asset. Lease costs of short-
term leases are recognised on a straight-line basis over the
term of the lease term and disclosed within the consolidated
financial statements. The Group believes short-term lease
commitments are not materially different than the short-term
The Group operates a number of de
fined benefit and defined
contribution pension schemes. The surplus or deficit recognised
in respect of the de
fined benefit schemes represents the
difference between the present value of the de
fined benefit
obligations and the fair value of the scheme assets. The assets
of these schemes are held in separate trustee administered
funds. The schemes are largely closed to future accrual.
The defined benefit schemes’ assets are measured using
fair
values. Pension scheme liabilities are measured annually by
an independent actuary using the projected unit method and
discounted at the current rate of return on a high-quality
corporate bond of equivalent term and currency to the liability.
The increase in the present value of the liabilities of the Group’s
defined benefit schemes expected to arise
from employee
service in the period is charged to operating profit. The interest
income on scheme assets and the increase during the period
in the present value of the scheme’s liabilities arising from the
passage of time are netted and included in
finance income/
expense.
Re-measurement gains and losses are recognised in the statement
of comprehensive income in full in the period in which they occur.
The defined benefit schemes surplus or deficit is recognised in
full
and presented on the face of the Group balance sheet.
Group management consider it appropriate to recognise the
IAS 19 surplus in the Wood Pension Plan as the rules governing
the scheme provide an unconditional right to a refund assuming
the gradual settlement of the scheme’s liabilities over time until
there are no members left, as per IFRIC 14.11 (b). On a winding up
scenario, any surplus would be returned to the Group.
John Wood Group PLC
Annual Report and Financial Statements 2024
170
Notes to the financial statements
continued
Accounting Policies
(continued)
The Group’s contributions to defined contribution schemes are
charged to the income statement in the period to which the
contributions relate.
The Group operates a Supplemental Executive Retirement Plan
(SERP) pension arrangement in the US for certain employees.
Contributions are paid into a separate investment vehicle and
invested in a portfolio of US funds that are recognised by the
Group in other investments with a corresponding liability in other
non-current liabilities. Investments are carried at fair value. The
fair value of listed equity investments and mutual funds is based
on quoted market prices and so the fair value measurement can
Provisions are recognised where the Group is deemed to have a
legal or constructive obligation, it is probable that a transfer of
economic benefits will be required to settle the obligation, and a
reliable estimate of the obligation can be made. Where amounts
provided are payable after more than one year the estimated
liability is discounted using an appropriate rate of interest.
The Group takes internal and external advice in considering
known and reasonably likely legal claims made by or against the
Group. It carefully assesses the likelihood of success of a claim
or action. Appropriate provisions are made for legal claims
or actions against the Group on the basis of likely outcome,
but no provisions are made for those which, in the view of the
directors, are less than probable or for which no amount can be
reliably measured.
See note 22 for further details.
Where the outcome is less than probable, but more than
remote or a reliable estimate cannot be made, no provision is
recorded but a contingent liability is disclosed in the financial
schemes
The Group has recorded share based charges in relation to a
number of employee share schemes.
Charges are recorded in the income statement as an employee
benefit expense
for the fair value of share options (as at the
grant date) expected to be exercised under the Executive
Share Option Schemes (‘ESOS’). Amounts are accrued over
the vesting period with the corresponding credit recorded in
retained earnings.
Awards are allocated under the Group’s Long-Term Plan (‘LTP’)
or the new Discretionary Share Plan (‘DSP’) which are the
incentive plans in place for executive directors and certain senior
executives. The charge for awards granted under the LTP/DSP
are based on the fair value of those awards at the grant date,
spread over the vesting period. The corresponding credit is
recorded in retained earnings. For awards that have a market
related performance measure, the fair value of the market
related element is calculated using a Monte Carlo simulation
model.
Employees may also be granted non-performance awards
either in the form of conditional share awards or share options.
These awards typically have a three-year vesting period.
The Group has an Employee Share Plan (‘ESP’) under which
employees contribute regular monthly amounts of up to a
maximum of 10% of their gross salary which are used to
purchase shares over a one-year period. At the end of the
year the participating employees are awarded one free share
for every two shares purchased providing they remain in
employment for a further year. A charge is calculated for the
award of free shares and accrued over the vesting period with
the corresponding credit taken to retained earnings.
Under the plan the Group also has a UK Share Incentive Plan
(‘SIP’), which is recognised by HM Revenue and Customs,
employees contribute regular monthly amounts of up to £150
per month to purchase shares. The participating employees
are awarded one free share for every two purchased, provided
that they hold the purchased shares for 3 years and remain in
John Wood Group PLC has one class of ordinary shares and
these are classified as equity. Dividends on ordinary shares are
not recognised as a liability or charged to equity until they have
been approved by shareholders.
The Group is deemed to have control of the assets, liabilities,
income and costs of its employee share trusts, therefore they
have been consolidated in the financial statements o
f the
Group. Shares acquired by and disposed of by the employee
share trusts are recorded at cost. The cost of shares held by the
Merger reserve
Where an acquisition qualifies
for merger relief under Section
612 of the Companies Act 2006, the premium arising on the
issue of shares to fund the acquisition is credited to a merger
reserve. See note 28 for further information.
The Group classified its Built Environment Consulting business
as a discontinued operation for the reporting period ending 31
December 2022. A discontinued operation is a component of the
Group’s business, the operations and cash flows o
f which can be
clearly distinguished from the rest of the Group and which:
• represents a separate major line of business or geographic
area of operations;
• is part of a single co-ordinated plan to dispose of a separate
major line of business or geographic area of operations; or
• is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the
earlier of disposal or when the operation meets criteria to be
classified as held
for sale. When an operation is classi
fied as
a discontinued operation, the comparative income statement
and statement of comprehensive income are presented as
if the operation had been discontinued from the start of the
comparative period. Classification as held
for sale was from 1
January 2022 and in September 2022, the sale of this business
was completed. Refer to note 7 for further details on the
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
171
Accounting Policies
(continued)
The Group has determined that its operating segments are
based on management reports reviewed by the Chief Operating
Decision Maker (‘CODM’), the Group’s Chief Executive. Our
financial reporting segments reflect our current operating
model which consists of Projects, Operations, Consulting and
Investment Services (‘IVS’). Projects is focused on providing
front-end engineering services, procurement and project
management. Our Operations segment focuses on improving
operational ef
ficiency by providing maintenance, modification
and operation services. Consulting is a multi-sector specialist
technical consultancy division providing innovative thinking
needed to maximise value at every stage of the asset life cycle.
Investment Services manages a range of legacy or non-core
businesses and investments with a view to generating value via
remediation and restructuring.
The Chief Executive measures the operating performance of
these segments using ’Adjusted EBIT’ (Earnings before interest
and tax). Operating segments are reported in a manner
consistent with the internal management reports provided to
the Chief Executive who is responsible for allocating resources
Disposal groups are classified as assets and liabilities held
for
sale if it is highly probable that they will be recovered primarily
through sale rather than continuing use. Disposal groups are
measured at the lower of carrying value and fair value less costs
to sell and their assets and liabilities are presented separately
The Group claims research and development government
credits predominantly in the UK, US, Canada and Australia.
These credits are similar in nature to grants and are offset
against the related expenditure category in the income
statement. The credits are recognised when there is reasonable
assurance that they will be received, which in some cases can be
The Group recognises a government grant when it has
reasonable assurance that it will comply with the relevant
conditions and that the grant will be received. This may be
a judgemental matter, particularly when governments are
introducing new programmes that may require new legislation,
or for which there is little established practice for assessing
whether the conditions to receive a grant are met. If the
conditions are met, then the Group recognises government
grants as a credit in profit or loss in line with its recognition o
f
standards
Standards issued but not yet effective
The Group early adopted the amendments to IAS 1 –
Classification o
f Liabilities as Current or Non-current and Non-
current Liabilities with Covenants
which came into effect from
1 January 2024 in the prior year. As described in note 18, the
Group has reclassified all non-current borrowings as current due
to the presence of historical information and
financial covenant
breaches which have been remedied post year end through a
covenant waiver.
Amendments to other existing standards do not have a
Restatement of December 2023 Income Statement and
Balance Sheet
In November 2024 the Group announced that, in response
to dialogue with its auditor, it had agreed to commission an
Independent Review to be performed by Deloitte LLP, focusing
on reported positions in Projects business unit, accounting,
governance and controls.
The Independent Review confirmed issues in a limited number
of contracts in the Group’s Projects business unit, particularly
in relation to lump sum turnkey contracts. It identified issues
with the application of relevant accounting standards guidance
as well as inappropriate management pressure and override
to maintain previously reported positions, for example in
complex contractual disputes where a negotiated settlement
is a probable but uncertain outcome, whether this should be
recorded as a reduction in revenue under IFRS15 or as a cost
provision under IAS37. Additionally, the Review identified gaps
and deficiencies within the application o
f controls relating to
the monitoring and reporting of project positions and central
accruals held within the Projects business unit. The Review did
not note any material issues with the Group’s other business
units (Consulting, Operations and Investment Services).
The Review confirmed the need
for a number of restatements
and adjustments to Wood’s prior year financial statements
for the years ended 31 December 2022 and 31 December 2023.
These restatements include revenue adjustments, expected
credit loss changes, revised contingency releases and write-offs
of amounts held centrally now regarded as irrecoverable.
These findings identified material income statement and
balance sheet errors including revenue, cost of sales and
administrative expenses together with the associated
balance sheet positions. These findings include the impacts o
f
inappropriate revenue recognition where unapproved variation
orders were recognised as revenue despite not meeting the
highly probable threshold within IFRS 15. Further, inappropriate
management pressure and override to maintain previously
reported positions led to failure to appropriately account for
claims against the group by its clients.
In addition, management performed a detailed review of its
Software as a Service (“SaaS”) arrangements which were
previously capitalised on the balance sheet within goodwill
and intangible assets. Following a detailed analysis of the
requirements of IAS 38
Intangibles
and the underlying contracts
the Group determined that it did not have control over the
arrangement and therefore the asset was derecognised with a
corresponding debit to the income statement with the revised
treatment being to expense the cost as incurred.
Also, management has undertaken a review of contracts across
the group to determine whether the principal versus agent
distinction has been applied appropriately for procurement
and construction management pass-through revenue. The
judgement required in these circumstances is whether the
Group takes control of the goods or services before passing
them on to the end client. Following this review, a number of
contracts within the Projects business unit have been identified
for which, on balance, it has been identi
fied that the Group acts
as agent rather than principal for one or more performance
obligations within the contract.
John Wood Group PLC
Annual Report and Financial Statements 2024
172
Notes to the financial statements
continued
Accounting Policies
(continued)
Finally, in the prior year the Group recognised a deferred tax
asset in respect of trading losses on the basis that this was
supported by the future reversal of the deferred tax liability in
respect of the pension surplus. However this was inappropriate
given the nature of the gains arising on crystallising of the
surplus. Also the deferred tax liability in respect of the pension
surplus should have been measured using the 35% refund tax
rate effective at 1 January 2023 and 31 December 2023 instead
of 25% as was used.
IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors
defines an error as a
failure to use, or misuse of reliable
information that was available and could reasonably be expected
to have been obtained and taken into account in preparing the
financial statements. The general principle o
f IAS 8 is that all
material prior period errors should be corrected retrospectively
in the first set o
f
financial statements authorised
for issue after
their discovery by restating the comparative amounts for the prior
periods presented in which the error occurred. In some instances
this process has been complex and whilst management is confident
with the end position recognised in the 31 December 2024 balance
sheet, it has often been dif
ficult to determine the exact timing
of adjustments between
financial years as a result o
f changes to
personnel, weak historical record keeping and the need to avoid
retrospective information inappropriately impacting the decision.
The effects of the changes can be summarised as follows:
•
The overall effect of the adjustments identi
fied by the
Independent Review was to reduce net assets by $122.9m
and $194.4m at 1 January 2023 and 31 December 2023,
respectively, and to increase the loss before taxation from
continuing operations for the year ended 31 December 2023 by
$71.5m.
•
The overall effect of the adjustments identi
fied in respect o
f
SaaS arrangements was to reduce net assets by $28.5m and
$44.6m at 1 January 2023 and 31 December 2023, respectively,
and to increase the loss before taxation from continuing
operations for the year ended 31 December 2023 by $16.1m.
• As a result of the principal versus agent review, the prior
year financial statements have been restated to reduce both
revenue and cost of sales by $347.6m each. There is no impact
on profit or net assets
from the restatement.
•
In respect of deferred tax, the impact at 31 December 2023 was
to reduce deferred tax assets by $5.5m, increase deferred tax
liabilities by $135.5m and reduce retained earnings by $141m
(impact on 1 January 2023: $151.3m increase in deferred tax
liabilities with a corresponding decrease in retained earnings)
and decrease the taxation charge for the year by $5.5m.
The adjustments had minor impacts on the tax charge and
other comprehensive income for the year ended 31 December
2023. Cash was not impacted by the changes although there
were reallocations between operating and financing activities.
The table below reconciles the amounts on the reported primary
statements to the restated figures now included as comparatives.
2023 | ||||||
2022 | opening | 2023 | 2023 | |||
2022 | PYA | Restated | 2023 | PYA | Restated | |
Financial statement line item | $m | $m | $m | $m | $m | $m |
Revenue | - | - | - | 5,900.7 | (422.7) | 5,478.0 |
Cost of sales | - | - | - | (5,215.8) | 344.8 | (4,871.0) |
Administration expenses | - | - | - | (646.0) | (19.8) | (665.8) |
Impairment loss on trade receivables and contract assets | - | - | - | (44.2) | 5.1 | (39.1) |
Operating profit/(loss) | - | - | - | 37.5 | (92.6) | (55.1) |
Finance income | - | - | - | 19.4 | 3.4 | 22.8 |
Taxation | - | - | - | (65.0) | 9.7 | (55.3) |
Loss for the year from continuing operations | - | - | - | (127.7) | (79.5) | (207.2) |
Profit from discontinued operations, net of tax | - | - | - | 22.5 | (1.0) | 21.5 |
Earnings per share (basic and diluted) – | - | - | - | (19.4) | (8.5) | (27.9) |
continuing operations (expressed in cents per share) | ||||||
Loss for the year | - | - | - | (105.2) | (80.5) | (185.7) |
Movement in deferred tax relating to retirement bene fit | - | - | - | 18.0 | 7.2 | 25.2 |
obligations | ||||||
Exchange movements on retranslation of foreign | - | - | - | 58.2 | (3.5) | 54.7 |
operations | ||||||
Total comprehensive expense for the year | - | - | - | (107.8) | (76.8) | (184.6) |
Cash generated from operating activities | - | - | - | 48.4 | (31.3) | 17.1 |
Net cash used in investing activities | - | - | - | (142.5) | 31.3 | (111.2) |
Net cash used in financing activities | - | - | - | (13.5) | - | (13.5) |
Goodwill and intangible assets | 4,309.1 | (32.7) | 4,276.4 | 4,319.0 | (52.5) | 4,266.5 |
Long term receivables | 129.5 | - | 129.5 | 184.2 | (1.0) | 183.2 |
Deferred tax assets | 61.2 | 0.9 | 62.1 | 43.1 | 0.1 | 43.2 |
Trade and other receivables | 1,545.0 | (99.7) | 1,445.3 | 1,554.4 | (153.7) | 1,400.7 |
Income tax receivable | 40.7 | 0.5 | 41.2 | 57.9 | 0.6 | 58.5 |
Trade and other payables | 1,687.6 | 3.2 | 1,690.8 | 1,706.7 | (13.2) | 1,693.5 |
Income tax liabilities | 218.1 | - | 218.1 | 115.8 | 0.6 | 116.4 |
Provisions | 44.9 | - | 44.9 | 57.6 | 8.1 | 65.7 |
Net current liabilities | (235.0) | (102.4) | (337.4) | (207.0) | (148.6) | (355.6) |
Deferred tax liabilities | 100.1 | 151.3 | 251.4 | 76.6 | 135.5 | 212.1 |
Other non-current liabilities | 106.8 | 1.7 | 108.5 | 69.4 | 8.0 | 77.4 |
Non-current provisions | 103.4 | 14.0 | 117.4 | 77.7 | 32.5 | 110.2 |
Other reserves | (142.4) | - | (142.4) | (80.4) | (3.5) | (83.9) |
Retained earnings | 1,224.4 | (301.2) | 923.2 | 1,312.9 | (374.5) | 938.4 |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
173
Segmental reporting
During the year, the Group monitored activity and performance through four operating segments; Projects, Operations, Consulting and
Investment Services (‘IVS’). The Consulting business provides technical consulting, digital consulting and energy asset including the provision
of decarbonisation and digital solutions. The Projects business mainly provides complex engineering design and project management
across energy and materials markets, including oil and gas, metal and minerals and life sciences. The Operations business manages and
optimises client assets including decarbonisation, maintenance, modifications, brownfield engineering and asset management through to
decommissioning. Investment Services manages a number of legacy activities and includes the Group’s Turbines joint ventures, including
Ethos Energy which was disposed of in December 2024 and activities in industrial power and heavy civil engineering .
Under IFRS 11 ‘Joint arrangements’, the Group is required to account for joint ventures using equity accounting. Adjusted EBIT as
shown in the table below includes our share of joint venture pro
fits and excludes exceptional items, which is consistent with the way
management review the performance of the business units. Joint venture results are reported on an equity accounting basis and
therefore revenue
figures exclude joint venture revenue.
The Group has determined that its operating segments are based on management reports reviewed by the Chief Operating Decision
Maker (‘CODM’), the Group’s Chief Executive. The Chief Executive measures the operating performance of these segments using ’Adjusted
EBIT’ (Earnings before interest and tax). Operating segments are reported in a manner consistent with the internal management reports
provided to the Chief Executive who is responsible for allocating resources and assessing performance of the operating segments.
Revenue (3) (4) |
Adjusted EBIT (1) (3) |
Operating profit/(loss) |
||||
2023 |
2023 |
2023 |
||||
2024 |
(restated*) |
2024 |
(restated*) |
2024 |
(restated*) |
|
Reportable operating segments |
$m |
$m |
$m |
$m |
$m |
$m |
Projects |
2,003.0 |
2,056.5 |
37.8 |
60.1 |
(1,836.1) |
(73.6) |
Operations |
2,542.4 |
2,412.2 |
93.8 |
116.1 |
(222.5) |
96.1 |
Consulting |
659.7 |
717.2 |
19.8 |
61.8 |
(161.1) |
50.0 |
Built Environment Consulting (discontinued) |
- |
- |
- |
(10.2) |
- |
(15.2) |
Investment Services |
284.4 |
374.7 |
43.5 |
52.3 |
(149.6) |
37.4 |
Central costs (2) |
- |
- |
(113.7) |
(120.9) |
(262.1) |
(165.0) |
Total Group |
5,489.5 |
5,560.6 |
81.2 |
159.2 |
(2,631.4) |
(70.3) |
Elimination of discontinued operation |
- |
- |
- |
10.2 |
- |
15.2 |
Total (continuing operations) |
5,489.5 |
5,560.6 |
81.2 |
169.4 |
(2,631.4) |
(55.1) |
Finance income |
22.7 |
22.8 |
||||
Finance expense |
(152.7) |
(119.6) |
||||
Loss before taxation from continuing operations |
(2,761.4) |
(151.9) |
||||
Taxation |
(10.9) |
(55.3) |
||||
Loss for the year from continuing operations |
(2,772.3) |
(207.2) |
||||
Profit from discontinued operation, net of tax |
- |
21.5 |
||||
Loss for the year |
(2,772.3) |
(185.7) |
||||
Notes
1.
A reconciliation of operating pro
fit/(loss) to Adjusted EBIT is provided in the table below. Adjusted EBIT is provided as it is a unit o
f measurement used by the
Group in the management of its business. Adjusted EBIT is stated before exceptional items (see note 5).
2. Central includes the costs of certain Group management personnel, along with an element of Group infrastructure costs.
3. The comparative period has been restated to show transfers between operating segment (see business transfers table below).
4. Revenue excludes the impact of exceptional items disclosed on the face of the income statement of $333.1m (2023: $82.6m) which is in respect of Aegis and the
LSTK and large-scale EPC business segment (see note 5).
*Refer to pages 171-172 for more information on the restatement.
Business transfers
Transfer of Life |
Transfer of P&C Downstream |
Transfer of Industrial |
Transfer of PSUK from |
||
Sciences from |
Chemicals from Operations to |
Boilers from Investment |
Projects to Investment |
||
Consulting to Projects |
Investment Services |
Services to Operations |
Services |
Total |
|
2023 |
$m |
$m |
$m |
$m |
$m |
Projects |
|||||
Revenue |
21.8 |
- |
- |
(45.1) |
(23.3) |
Adjusted EBIT |
(2.4) |
- |
- |
2.5 |
0.1 |
Operations |
|||||
Revenue |
- |
(120.7) |
50.7 |
- |
(70.0) |
Adjusted EBIT |
- |
6.0 |
2.1 |
- |
8.1 |
Consulting |
|||||
Revenue |
(21.8) |
- |
- |
- |
(21.8) |
Adjusted EBIT |
2.4 |
- |
- |
- |
2.4 |
Investment Services |
|||||
Revenue |
- |
120.7 |
(50.7) |
45.1 |
115.1 |
Adjusted EBIT |
- |
(6.0) |
(2.1) |
(2.5) |
(10.6) |
John Wood Group PLC
Annual Report and Financial Statements 2024
174
Notes to the financial statements
continued
1
Segmental reporting
(continued)
2023 | ||
2024 | (restated*) | |
Reconciliation of Alternative Performance Measures | $m | $m |
Operating loss per income statement | (2,631.4) | (55.1) |
Share of joint venture finance expense and tax | 20.4 | 16.3 |
Exceptional items (note 5) | 424.7 | 153.7 |
Impairment of goodwill and intangible assets (note 10) | 2,214.8 | - |
Amortisation – intangible assets from acquisitions | 52.7 | 54.5 |
Adjusted EBIT (continuing operations) | 81.2 | 169.4 |
*Refer to pages 171-172 for more information on the restatement.
Adjusted EBIT | Operating profit | |||
2024 | 2023 | 2024 | 2023 | |
Analysis of joint venture pro fits by segment | $m | $m | $m | $m |
Projects | 2.1 | 3.1 | 2.1 | 3.1 |
Operations | 11.4 | 11.3 | 11.4 | 11.3 |
Investment Services | 48.6 | 44.7 | 40.8 | 44.7 |
Total | 62.1 | 59.1 | 54.3 | 59.1 |
The main joint ventures contributing to Operating Profit within the Investment Services segment are EthosEnergy and RWG. The
results of these joint ventures are disclosed further in note 13. Ethos was disposed of in December 2024 and the Group announced in
July 2025 that it had reached an agreement with Siemens to sell its 50% interest in RWG (refer to note 38).
Other segment items
Built | |||||||
Environment | Investment | ||||||
Projects | Operations | Consulting | Consulting | Services | Unallocated | Total | |
At 31 December 2024 | $m | $m | $m | $m | $m | $m | $m |
Capital expenditure | |||||||
PP&E | 8.2 | 5.1 | 1.0 | - | 5.0 | 1.2 | 20.5 |
Intangible assets | 48.1 | 10.3 | 6.3 | - | - | - | 64.7 |
Non-cash expense | |||||||
Depreciation | 9.3 | 5.5 | 1.4 | - | 2.5 | 2.7 | 21.4 |
Depreciation of right of use assets | 37.7 | 28.6 | 7.7 | - | 6.9 | 9.6 | 90.5 |
Amortisation | 65.6 | 40.8 | 13.4 | - | - | 7.9 | 127.7 |
Impairment of goodwill and intangible assets | 1,767.7 | 280.7 | 166.4 | - | - | - | 2,214.8 |
Exceptional items (non-cash element) | 66.4 | 15.8 | 3.3 | - | 266.6 | 92.7 | 444.8 |
Built | |||||||
Environment | Investment | ||||||
At 31 December 2023 | Projects | Operations | Consulting | Consulting | Services | Unallocated | Total |
(restated*) | $m | $m | $m | $m | $m | $m | $m |
Capital expenditure | |||||||
PP&E | 6.5 | 6.0 | 2.5 | - | 4.3 | 1.2 | 20.5 |
Intangible assets | 55.7 | 21.5 | 5.6 | - | 0.4 | - | 83.2 |
Non-cash expense | |||||||
Depreciation | 6.9 | 6.0 | 1.3 | - | 2.4 | 4.4 | 21.0 |
Depreciation of right of use assets | 33.3 | 25.0 | 8.6 | - | 15.2 | 13.1 | 95.2 |
Amortisation | 61.0 | 38.0 | 12.5 | - | - | 19.3 | 130.8 |
Exceptional items (non-cash element) | 101.0 | - | - | 5.0 | - | 55.2 | 161.2 |
The figures in the tables above exclude the share o
f joint ventures.
Depreciation in respect of joint ventures totals $7.3m (2023: $5.2m), depreciation in respect of joint venture right of use assets
totals $7.1m (2023: $7.9m) and joint venture amortisation amounts to $1.5m (2023: $1.4m).
Non-cash exceptionals of $444.8m (2023: $161.2m) primarily comprises $66.5m (2023: $103.0m (restated*)) relating to primarily
EPC losses, an additional $266.6m reversal of revenue (see note 2), $14.1m of costs accrued in relation to ongoing redundancy and
restructuring programmes, costs and charges associated with the independent review of $28.8m, charges related to asbestos
related litigation of $32.6m (2023: $29.4m), $15.7m of charges in relation to legacy contraction risks and $15.2m in relation to
payroll taxes in a foreign jurisdiction. Further detail of these charges is outlined in note 5.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
175
1
Segmental reporting
(continued)
Non-current assets |
Revenue (continuing operations) |
|||
2023 |
2023 |
|||
2024 |
(restated*) |
2024 |
(restated*) |
|
Geographical segments |
$m |
$m |
$m |
$m |
United States of America |
1,015.1 |
2,016.8 |
1,302.5 |
1,400.9 |
United Kingdom |
462.0 |
917.8 |
968.2 |
780.9 |
Canada |
221.4 |
439.6 |
335.5 |
357.2 |
Australia |
74.4 |
147.9 |
378.5 |
334.5 |
United Arab Emirates |
6.3 |
4.6 |
211.2 |
95.4 |
Norway |
51.9 |
103.0 |
176.7 |
283.2 |
Brunei |
4.4 |
8.8 |
246.6 |
255.6 |
Saudi Arabia |
51.2 |
101.7 |
190.3 |
245.7 |
Iraq |
0.4 |
0.8 |
234.9 |
235.1 |
South Africa |
2.1 |
4.1 |
155.7 |
151.1 |
Papua New Guinea |
- |
- |
96.5 |
153.2 |
Rest of the world |
585.7 |
1,172.0 |
1,192.9 |
1,267.8 |
Total |
2,474.9 |
4,917.1 |
5,489.5 |
5,560.6 |
Non-current assets include goodwill and other intangible assets, property plant and equipment, right of use assets, investment in
*Refer to pages 171-172 for more information on the restatement.
Revenue
Revenue by geographical segment is based on the location of the ultimate project. Revenue is attributable to the provision of services.
In the following table, revenue is disaggregated by primary geographical market and major service line. The tables provided below
analyse total revenue excluding our share of joint venture revenue.
Projects |
Operations |
Consulting |
IVS |
Total |
||||||
Projects |
2023 |
Operations |
2023 |
Consulting |
2023 |
IVS |
2023 |
Total |
2023 |
|
Primary geographical |
2024 |
(restated*) |
2024 |
(restated*) |
2024 |
(restated*) |
2024 |
(restated*) |
2024 |
(restated*) |
market |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
$m |
USA |
552.9 |
534.2 |
269.7 |
270.3 |
264.9 |
273.9 |
215.0 |
322.5 |
1,302.5 |
1,400.9 |
Europe |
286.0 |
388.4 |
976.3 |
850.9 |
180.9 |
180.1 |
62.4 |
45.0 |
1,505.6 |
1,464.4 |
Rest of the world |
1,164.1 |
1,133.9 |
1,296.4 |
1,291.0 |
213.9 |
263.2 |
7.0 |
7.2 |
2,681.4 |
2,695.3 |
Revenue |
2,003.0 |
2,056.5 |
2,542.4 |
2,412.2 |
659.7 |
717.2 |
284.4 |
374.7 |
5,489.5 |
5,560.6 |
Major service lines |
||||||||||
Energy |
||||||||||
Oil & Gas |
940.6 |
885.4 |
2,203.2 |
2,095.2 |
372.8 |
357.0 |
10.6 |
22.6 |
3,527.2 |
3,360.2 |
Power, Renewables, |
114.0 |
95.2 |
93.1 |
161.0 |
110.2 |
151.3 |
73.0 |
50.0 |
390.3 |
457.5 |
Hydrogen and Carbon |
||||||||||
Capture |
||||||||||
Materials |
||||||||||
Refining & Chemicals |
606.4 |
559.1 |
197.6 |
116.7 |
72.7 |
96.8 |
68.3 |
120.7 |
945.0 |
893.3 |
Minerals Processing and |
268.4 |
378.6 |
17.9 |
18.6 |
3.1 |
6.7 |
- |
- |
289.4 |
403.9 |
Life Sciences |
||||||||||
Other |
||||||||||
Built Environment |
- |
9.7 |
13.8 |
14.2 |
21.3 |
2.1 |
132.5 |
166.2 |
167.6 |
192.2 |
Industrial Processes |
73.6 |
128.5 |
16.8 |
6.5 |
79.6 |
103.3 |
- |
15.2 |
170.0 |
253.5 |
and other |
||||||||||
Revenue |
2,003.0 |
2,056.5 |
2,542.4 |
2,412.2 |
659.7 |
717.2 |
284.4 |
374.7 |
5,489.5 |
5,560.6 |
Sustainable solutions |
519.4 |
672.0 |
367.0 |
311.9 |
181.9 |
205.1 |
73.0 |
50.0 |
1,141.3 |
1,239.0 |
Revenue excludes the impact of exceptional items disclosed on the face of the income statement of $333.1m (2023: $82.6m) which is in respect of Aegis and the
LSTK and large-scale EPC business segment (see note 5).
The comparative periods have been restated to show transfers between operating segments. In addition Projects has been restated due to matters disclosed on
pages 171-172.
John Wood Group PLC
Annual Report and Financial Statements 2024
176
Notes to the financial statements
continued
2
Revenue
(continued)
The Group’s revenue is largely derived from the provision of services over time.
Sustainable solutions consist of activities related to renewable energy, hydrogen, carbon capture & storage, electri
fication and
electricity transmission & distribution, LNG, waste to energy, sustainable fuels & feedstocks and recycling, processing of energy
transition minerals, life sciences, decarbonisation in oil & gas, re
fining & chemicals, minerals processing and other industrial
processes. In the case of mixed scopes including a decarbonisation element, these are only included in sustainable solutions if 75%
or more of the scope relates to that element, in which case the total revenue is recorded in sustainable solutions.
Revenue from continuing operations in 2024 included $4,457.4m (81%) (2023: $4,720.2m, 85% (*restated)) from reimbursable
contracts and $1,032.1m (19%) (2023: $840.4m, 15% (*restated)) from
fixed price contracts. The calculation o
f revenue from lump
sum contracts is based on estimates and the amount recognised could increase or decrease. As noted in the significant estimates
section, possible changes in estimates from
fixed price contracts, in aggregate, could have a material impact on revenue.
The following table provides a summary of trade receivables, gross amounts due from clients and non-current contract assets which
includes both trade receivables and gross amounts due from clients and liabilities arising from the Group’s contracts with clients.
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
Trade receivables |
503.0 |
692.9 |
Non-current contract assets |
39.6 |
153.7 |
Gross amounts due from clients |
337.4 |
400.3 |
Gross amounts due to clients |
(264.1) |
(105.9) |
615.9 |
1,141.0 |
The contract balances include amounts the Group has invoiced to clients (trade receivables) as well as amounts where the Group
has the right to receive consideration for work completed which has not been billed at the reporting date (gross amounts due from
clients). Gross amounts due from clients are transferred to trade receivables when the rights become unconditional which usually
occurs when the client is invoiced. Gross amounts due to clients relates to advance consideration received from clients, for which
revenue is recognised over time and also includes claims made against the Group by clients that are considered highly probable to
lead to a reversal of revenue.
Trade receivables reduced by $189.9m since December 2023 and this is primarily due to reduced activity levels during 2024 compared
with 2023. Gross amounts due from clients has decreased by $62.9m to $337.4m. The reduction is largely driven by lower activity
levels in 2024 compared with 2023. Gross amounts due to clients have increased by $158.2m primarily due to various claims made
by our clients which the Group has determined is highly probable to lead to a revenue reversal and has therefore been provided for in
2024. These claims primarily relate to contracts within the Projects segment.
Non-current contract assets of $39.6m (2023: $153.7m) includes $nil (2023: $81.2m) of gross amounts due from clients and $nil
(2023: $15.5m) of trade receivables in relation to the Aegis Poland contract as at 31 December 2024. See further details on this
contract below. The decrease in the non-current contract assets is mainly as a result of the write off on the Aegis contract assets
of $101.6m as a result of the Group concluding that the highly probable threshold is no longer satis
fied. The Group has classified
certain receivable balances as non-current due to the element of uncertainty surrounding the timing of the receipt of these
balances. Contract liabilities of $188.0m related to the Aegis Poland Contract have also been recognised in other non-current
liabilities (see note 19).
Trade receivables and gross amounts due from clients are included within the ‘Trade and other receivables’ heading in the Group
balance sheet. Gross amounts due to clients are included within the ‘Trade and other payables’ heading in the Group balance sheet.
Revenue recognised in 2024 which was included in gross amounts due to clients at the beginning of the year of $56.0m (2023:
$127.0m) represents amounts included within contract liabilities. Revenue recognised from performance obligations satis
fied in
previous periods of $3.5m (2023: $6.6m) represents revenue recognised in 2024 for performance obligations which were considered
operationally complete at 31 December 2023.
As at 31 December 2024, the Group had received $197.4m (2023: $198.2m) of cash relating to non-recourse
financing arrangements
with its banks. An equivalent amount of trade receivables was derecognised on receipt of the cash.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
177
2
Revenue
(continued)
Aegis Poland
This legacy AFW project involved the construction by Wood Programs Inc. (WPI) of various buildings to house the Aegis Ashore anti-
missile defense facility for the United States Army Corps of Engineers (‘USACE’). WPI’s construction scope is now complete, and the
facilities were formally handed over to USACE in July 2023. The corresponding warranty period for the facilities ended in July 2024
without any outstanding warranty or alleged defect claims at issue.
Revenue for the Aegis Poland project has been recognized in accordance with IFRS 15
Revenue from Contracts with Customers
, which
requires that variable consideration such as claims, change orders, and liquidated damages (LDs) be included in the transaction price
only to the extent that it is ‘highly probable’ that a significant reversal will not occur when the uncertainty is resolved.
In summary, as of 31 December 2024, WPI has submitted approximately $190m of certi
fied claims in accordance with the applicable
Contract and Contract Disputes Act. These seek compensation for cost overruns and change, along with excusable and compensable
delay WPI attributes to USACE responsible changes, defective plans and speci
fications, delays and impacts. I
f accepted, these claims
will not only fully offset the LDs currently being assessed and thereby negate any potential liability but lead to a substantial net
recovery by WPI. In addition, WPI continues to progress additional claims for substantial, additional direct costs incurred by WPI that it
believes, in good faith, arose from USACE changes, delays, and impacts, including the defective plans and speci
fications.
In November 2024, after an in-person claims conference in New York, WPI engaged with USACE and put forward an inadmissible
offer to settle its claims. This offer was formally rejected by USACE in January 2025. Despite several subsequent attempts to re-
engage USACE to follow an expedited mediation path to early settlement, USACE failed to participate. In June 2025, USACE issued
its Contracting Of
ficer’s Final Decision (COFD) on certain o
f the WPI’s submitted claims which WPI now intends to raise an appeal
and will in turn commence the litigation process. A second COFD was received on 16th October 2025, with a final COFD expected at
the end of October. WPI could take the position that the claims USACE are yet to issue a COFD on have also been deemed denied.
This approach by USACE amends the Group’s previous claims resolution strategy that a negotiated settlement ahead of litigation
was the most likely outcome, which was reliant on representations by USACE that it was intending to focus on resolution as opposed
to litigation. As resolution of the dispute is now highly likely to progress to litigation, the Group has determined it is currently no longer
possible to conclude in suf
ficient certainty the revenue that will be recovered against the submitted claims, the associated value o
f the
excusable delay sought or retention balances that will be paid against the demanding IFRS “highly probable” threshold.
Accordingly, this results in the Group constraining to zero the revenue of recognized to date (2023: $266.6 million) and a revised loss on
completion of $482 million. This accounting treatment under IFRS15 re
flects the Group’s view as it proceeds into a litigation process
against a lack of USACE transparency into its positions and alleged support for its claim’s, denials and liquidated damages. It also
critically reflects the absence o
f completed document discovery (i.e. document exchanges and reviews between USACE and WPI), fact
witness testimony, and expert reports/testimonies that may very well support a materially different outcome against the stringent
revenue recognition criteria for variable consideration under IFRS 15 being highly probable not to result in a signi
ficant reversal o
f
revenue. As the matter progresses toward Trial, the Group expects the accounting position to evolve as additional information, and
positions are made available and in so doing the recognized loss in the year to reverse in whole or in part.
This loss has been fully recognized in the
financial statements. The ultimate financial outcome remains subject to change and
may be materially different from current estimates, depending on the resolution of negotiations, legal proceedings, and the
final
determination of claims and LDs.
As laid out above the full value of the WPI’s claims and USACE assessed Liquidated Damages counterclaims are of a broadly similar
value and given the high levels of uncertainty, the outcome could be materially different although not possible to quantify. It remains
Transaction price allocated to the remaining performance obligations
The transaction price allocated to the remaining performance obligations (unsatis
fied or partially unsatisfied) as at 31 December
2024 was as follows:
$m |
Year 1 |
Year 2 |
Total |
Revenue |
3,183.0 |
2,884.8 |
6,067.8 |
As at 31 December 2023:
Total |
|||
$m |
Year 1 |
Year 2 |
(restated*) |
Revenue |
3,260.8 |
2,030.0 |
5,290.8 |
The Group has not adopted the practical expedients permitted by IFRS 15, therefore all contracts which have an original expected
duration of one year or less have been included in the table above. The estimate of the transaction price represents contractually
agreed backlog and does not include any amounts of variable consideration which are constrained. The Group continues to move
into a reimbursable contract model, moving away from turnkey lump sum contracts which are inherently riskier. 89% of future
performance obligations relate to reimbursable contracts and the remainder to
*Refer to pages 171-172 for more information on the restatement.
John Wood Group PLC
Annual Report and Financial Statements 2024
178
Notes to the financial statements
continued
Finance expense/(income)
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
Interest payable on senior loan notes |
15.1 |
16.6 |
Interest payable on borrowings |
75.7 |
59.4 |
Amortisation of bank facility fees |
2.6 |
4.2 |
Unwinding of discount on other liabilities |
8.1 |
1.2 |
Lease interest (note 12) |
21.7 |
18.7 |
Other interest expense |
18.4 |
8.4 |
Finance expense – continuing operations (pre-exceptional items) |
141.6 |
108.5 |
Unwinding of discount on asbestos provision (note 21) |
11.1 |
11.1 |
Finance expense – total |
152.7 |
119.6 |
Interest receivable |
(7.8) |
(4.5) |
Interest income – retirement benefit obligations (note 34) |
(14.9) |
(18.3) |
Finance income |
(22.7) |
(22.8) |
Finance expense – total – net |
130.0 |
96.8 |
Other interest expense is comprised of forward points interest of $3.5m (2023: $0.7m), interest charge on the receivables
financing
facilities of $11.8m (2023: $7.0m) and overdraft interest of $3.1m (2023: $0.6m).
Net interest expense of $7.5m (2023: $6.5m) has been deducted in arriving at the share of post-tax pro
fit
from joint ventures.
The unwinding of discount on the asbestos provision is $11.1m (2023: $11.1m) and includes the unwinding of discount on long-term
asbestos receivables (note 21). This is presented within exceptional items in line with the Group’s accounting policies.
Profit be
fore taxation
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
The following items have been charged/(credited) in arriving at pro fit be fore taxation: |
||
Employee benefits expense (note 33) |
2,783.9 |
2,714.8 |
Amortisation of intangible assets (note 10) |
127.7 |
130.8 |
Depreciation of property plant and equipment (note 11) |
21.4 |
21.0 |
Depreciation of right of use assets (note 12) |
90.5 |
95.2 |
Gain on disposal of property plant and equipment |
(2.0) |
(2.6) |
Impairment of goodwill and brand (note 10) |
2,214.8 |
- |
Foreign exchange losses |
4.5 |
1.0 |
Depreciation of property plant and equipment is included in cost of sales or administrative expenses in the income statement.
Amortisation of intangible assets is included in administrative expenses in the income statement.
An impairment charge of $2,214.8m was recorded in the current year against intangible assets and related to goodwill and the brand
(see Note 10).
*Refer to pages 171-172 for more information on the restatement.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
179
4
Profit be
fore taxation
(continued)
During the year the Group obtained the following services from its auditors, KPMG and associate
firms at costs as detailed below:
2024 | 2023 | |
$m | $m | |
Fees payable to the Group’s auditors and its associate firms for | ||
Audit of parent company and consolidated financial statements | 38.0 | 7.5 |
Audit of financial statements o f subsidiaries of the Company | 2.7 | 2.7 |
Total statutory audit fees | 40.7 | 10.2 |
Fees payable to the Group’s auditor for the audit of non-statutory financial statements | - | - |
Audit related assurance services | 0.5 | 0.5 |
41.2 | 10.7 |
5
Exceptional items
2023 | 2023 | ||
2024 | (restated*) | (original) | |
$m | $m | $’m | |
Exceptional items included in continuing operations | |||
Revenue | |||
LSTK and large-scale EPC | 66.5 | 82.6 | - |
Aegis | 266.6 | - | - |
Cost of sales | |||
LSTK and large-scale EPC | - | - | 24.7 |
Administrative expenses | |||
Redundancy, restructuring and integration costs | 53.8 | - | - |
SaaS implementation costs | 4.8 | 19.1 | - |
Takeover related costs | 2.6 | 4.8 | 4.8 |
Asbestos yield curve, costs and charges (note 21) | 32.6 | 29.4 | 29.4 |
Independent review costs and audit charges | 28.8 | - | - |
Legacy contraction risk | 15.7 | - | - |
Payroll taxes | 15.2 | - | |
Investigation support costs and provisions | - | (2.6) | (2.6) |
Gain on disposal (including share of joint ventures) | (61.9) | - | - |
Impairment loss on trade receivables and contract assets | |||
LSTK and large-scale EPC | - | 20.4 | 20.4 |
Impairment of goodwill and brand (note 10) | 2,214.8 | - | - |
Exceptional items included in continuing operations, before interest and tax | 2,639.5 | 153.7 | 76.7 |
Unwinding of discount on asbestos provision | 11.1 | 11.1 | 11.1 |
Tax credit in relation to exceptional items | (15.6) | (0.2) | (0.2) |
Release of uncertain tax provision | (2.6) | (7.4) | (7.4) |
Derecognition of deferred tax assets due to UK pension actuarial movements | - | - | 18.0 |
Exceptional items included in continuing operations, net of interest and tax | 2,632.4 | 157.2 | 98.2 |
Exceptional items are those significant and unusual items which are separately disclosed by virtue o
f their size or incidence to
enable a full understanding of the Group’s
financial per
formance.
John Wood Group PLC
Annual Report and Financial Statements 2024
180
Notes to the financial statements
continued
5
Exceptional items
(continued)
LSTK and large-scale EPC
The Group made a strategic decision in 2022 to exit certain business segments and following that decision, the Group ceased
to operate in the EPC lump sum turnkey (‘LSTK’) business segment. An LSTK contract is a fixed price contract where the Group
handles the design, procurement and construction of a project for a single predetermined price and delivers a fully functional facility
to the owner. The Group assumes the majority of the project’s risks, including potential cost overruns and delays.
The previously reported accounting positions on Group’s US EPC LSTK portfolio was subject to the Independent Review and
uncovered material changes to recoverability of receivables, including gross amounts due from clients and provisions related to
claims and onerous contract positions. The independent review findings were supported by expert accounting advice.
The exceptional charge of $66.5m (2023: $103.0m (restated*)) is principally driven by a requirement to constrain revenue previously
recognised on a contract where the Group has been terminated. Given the current status of legal proceedings and the lack of
specificity with respect to opposing claims and de
fences, management has been unable to conclude with any certainty that the
revenue recognised meets the “highly probable” threshold. This accounting treatment therefore re
flects the absence o
f suf
ficient
documentary evidence, third party validation or legal discovery, which has not yet occurred, that would support revenue recognition
at this stage. The ultimate loss to the Group could be materially different to the estimate of the appropriate loss to recognise as at
31 December 2024 as legal proceedings evolve.
Impairment of goodwill and brand
The impairment charge recognised against goodwill and brand amounts to $2,214.8m and is recorded within exceptional items
by virtue of its size and nature. The impairment charge is signi
ficant and reflects that the Group has
failed to deliver budgets and
forecasts of free cash
flow, resulting in significant risk adjustments being reflected in the cash flow models. In addition, the discount
rates were significantly increased at 31 December 2024 due to refinancing risk and an increased size premium being included in the
discount rate. The refinancing risk relates to the levels o
f re
financing risk which existed at the balance sheet date due to the Group’s
need to refinance the current borrowings due to mature in October 2026. The refinancing risk is addressed in more detail in the
going concern disclosure. The size premium reflects the
fact that the market capitalisation has reduced signi
ficantly since the 2023
test date and the Group are now considered smaller in comparison to its peer group. Further details regarding the impairment are
disclosed in note 10.
Furthermore, management evaluated the carrying value of the brand which was $253.7m at 31 December 2024. Given that these
markets were closely connected with the acquisition of AFW and the fact that the AFW brand was rarely used in marketing or sales
material by the Group, the brand was considered to be impaired in full.
Additional Charges
Independent Review
The charges related to the Independent Review, which was announced in November 2024 associated with the costs of the review,
including legal and professional fees of $6.8m.
Audit costs
An element of the 2024 audit fee, which totals $41.2m, has been treated as an exceptional cost. The Group derived an estimate
of the additional audit fee of $22m by comparing the
final audit
fee with historical normal levels of audit fees and the original
approved audit fee for the 2024 Group audit.
The Independent Review and the extensive and complex audit has been the subject of signi
ficant
focus of all stakeholders of the
Group and therefore the impact of these has been disclosed separately. A total charge of $28.8m has therefore been booked as an
exceptional charge on the basis of size and nature.
Redundancy, restructuring and integration costs
The Group announced the Simplification programme in March 2024 which was set out to help the Group deliver higher margins
while remaining focussed on business growth. This programme led to a reduction in the number of central functional roles by placing
greater ownership and accountability for functional activities into the business units. In addition, the programme aims to deliver
IT savings, save property costs and reduce complexity in the Group’s functional structure. We will also expand our shared services
model. These phases will be largely complete by the first hal
f of 2025.
The costs incurred in relation to Simplification amount to $53.8m and primarily relate to costs associated with the headcount
reductions in the central functions and the costs associated with the exit of certain IT contracts. The total cost of Simpli
fication is
around $70m.
Takeover related costs
During the period, Dar Al-Handasah Consultants Shair and Partners Holdings Limited (‘Sidara’) made four unsolicited proposals
to acquire Wood. On 5 August 2024, after an extended period of detailed engagement, Sidara announced that it did not intend
to make an offer for Wood in light of rising geopolitical risks and
financial market uncertainty. The charge o
f $2.6m includes the
impact of the partial reimbursement of costs by Sidara under an agreement for external costs coverage.
The 2023 charge of $4.8m related to the costs of legal and advisor costs arising from Apollo’s preliminary approach to potentially
acquire the ordinary share capital of the Group, which ultimately did not lead to an offer.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
181
5
Exceptional items
(continued)
Gain on disposal
During 2024 the Group completed three disposals of non-core businesses generating proceeds of $175.5m, before disposal costs
of $5.2m. Please refer to note 32 for further details on the net assets disposed of cash proceeds and total cost of disposals. In
addition, the gain on sale includes $4m of provisions for future obligations. The gain on disposal of businesses and joint ventures is
included in exceptionals on the basis that these are non-trading and material.
In December 2024, the Group completed the sale of its 51% interest in Ethos Energy Group Limited, a joint venture focused on
rotating equipment. The gross proceeds of $145.2m are before costs of disposal of $1.4m. In addition, Ethos incurred costs of
disposal and the $7.8m shown on the face of the income statement represented the Group’s share of those costs. The investment in
Ethos was $74.6m at the date of disposal.
The CEC Controls business which is an industrial and process control systems business completed in September for net cash
proceeds of $29.9m and generated a gain of $7.6m. The net assets disposed of included goodwill of $10.8m.
Software as a service (SaaS) implementation costs
Following the detailed assessment of the basis of capitalisation of the costs, management concluded that based on the
requirements of IAS 38, and the 2019 IFRIC guidance and the underlying contracts with service providers, that it was inappropriate
to capitalise the costs. The costs previously capitalised on the balance sheet include the costs of licenses and implementing the
SaaS environment.
The implementation of the SaaS environment has been classed as exceptional as the overall cost of the implementation is material
and is not related to the ongoing trading of the Group. The costs incurred in 2024 relate to the
finalisation o
f the implementation of
a SaaS ERP system in Southern Europe and the Group’s consolidation system.
Asbestos
All asbestos costs have been treated as exceptional on the basis that movements in the provision are non-trading and can be large
and driven by market conditions which are out with the Group’s control. Excluding these amounts from the trading results improves
the understandability of the underlying trading performance of the Group.
The $32.6m charge (2023: $29.4m) principally comprises a $38.1m risk adjustment to reflect that historical cash settlements have
been higher than forecast over an extended period of time. Given that settlement costs are a key input to the actuarial assessment,
management has estimated an additional provision based on the actual overspend on claims compared to the historic forecasts
over a 10 year period. Furthermore, the charge includes a $8.4m yield curve credit (2023: $0.2m) and charges of $2.9m (2023:
$5.4m) of costs in relation to managing the claims. The yield curve credit recognised in 2024 is principally due to an increase in
the 27 year blended yield curve rate to 4.58% (Dec 2023: 3.64%). The 2023 charge also included a $34.2m charge as a result of an
updated actuarial review which updated the best estimate for recent claims experience and partially offset by a credit of $10m
which relates to the collection of insurance proceeds from an insolvent insurer.
Legacy Contraction Risk
The Group has undertaken a detailed review of its historical exposure to building safety related liabilities. The Group’s exposures
stem from its acquisition of Amec Foster Wheeler in 2017, and work performed speci
fically by the Design and Project Services
(“DPS”) division, which was disposed of by Amec in 2007. Under the sales agreement executed by Amec, the Group generally retains
obligations of properties that were completed at the point of sale in 2007.
The exceptional charge relates to claims intimated and the full legal review remains ongoing and therefore the value of the
provision recognised is an estimate. Independent legal and technical advisors have been engaged to support the liability assessment
assuming a claim is formalised. The Group is currently in active commercial discussions or at the preliminary stage of legal
proceedings with the presumptive claimant and it would therefore be prejudicial to provide further disclosure in these
financial
statements. The Group has made provision for the intimated claim as at December 2024, and this represents the Group’s position
on the most likely outcome at this stage and reflects the best estimate o
f the likely obligation, considering both the current legal
position and the company’s expectation of the outcome, as required under IAS 37. The risks and uncertainties surrounding this
matter have also been taken into account, in line with IAS 37. While the current provision reflects a balanced view o
f the probable
outcome, there remains risk that the final cost could be higher. We have currently not provided
for any additional legal costs and
have not assumed any potential supply chain recoveries and note our assessment of any supply chain liability would depend on
the outcome of the claim. If unsuccessful the Group believe that they may be able to recover some of the remediation costs, the
quantum of which is uncertain from subcontractors or other third parties, however, any such recoveries are not deemed to be
virtually certain and therefore no contingent assets have been recognised at the balance sheet date.
The charge has been recorded in exceptional due to its nature, being a legacy business that was disposed of many years ago and is
not related to the ongoing trading of the Group.
John Wood Group PLC
Annual Report and Financial Statements 2024
182
Notes to the financial statements
continued
5
Exceptional items
(continued)
Aegis Poland
This legacy AFW project involved the construction by Wood Programs Inc. (WPI) of various buildings to house the Aegis Ashore
anti-missile defence facility for the United States Army Corps of Engineers (‘USACE’). WPI’s construction scope is now complete,
and the facilities were formally handed over to USACE in July 2023. The corresponding warranty period for the facilities ended in
July 2024 without any outstanding warranty or alleged defect claims at issue. Please refer to note 2, Revenue for further details.
Management has reassessed the loss on completion to be $488.6m (2023: $222.0m).
Payroll taxes
This relates to a payroll tax matter, whereby historically payroll related taxes have been calculated using a net rather than gross
basis in an ongoing manpower supply contract. Legal advice taken indicates that the law on this point is unclear. The tax authority
has conducted a number of audits, the most recent covering up to the December 2022 period and this method of calculation has
not been challenged. Going forward payroll taxes are being calculated on a gross basis. The provision is made in respect of those
historic net calculations following local legal and tax advice and include penalties, which can be onerous.
In the event that the taxes paid based on the historic net calculations are reassessed, there is a range of possible penalty outcomes
and it is possible that any actual settlement (if applicable) could be higher or lower depending on the outcome of scheduled audits
by the tax authority and any potential client recovery. The Group does not believe that it is reasonably possible that the final
outcome would be materially higher than the amount provided.
Investigation support costs and provisions
The regulatory investigations were all closed out during 2021 and the agreed settlements were materially in line with the provision
made in 2020. The $2.6m credit recognised in 2023 relates to the release of provisions made for additional legal and other costs
which were ultimately not needed.
Tax
An exceptional tax credit of $18.2m (2023: $7.6m) has been recorded during the period. It consists of a tax credit of $15.6m on
exceptional items (2023: $0.2m credit), which primarily relates to the derecognition of deferred tax liabilities associated with
the Brand impairment and a $2.6m credit (2023: $7.4m) in relation to the release of uncertain tax provisions created through
exceptional items.
*Refer to pages 171-172 for more information on the restatement.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
183
Taxation
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
Current tax |
||
Current year |
53.5 |
72.8 |
Adjustment in respect of prior years |
15.3 |
(24.1) |
Pillar 2 |
2.8 |
- |
71.6 |
48.7 |
|
Deferred tax |
||
Origination and reversal of temporary differences |
(52.9) |
13.3 |
Adjustment in respect of prior years |
(7.8) |
(13.4) |
(60.7) |
(0.1) |
|
Total tax charge |
10.9 |
48.6 |
Comprising |
||
Tax on continuing operations before exceptional items |
29.1 |
62.9 |
Tax credit in relation to exceptional items (note 5) |
(18.2) |
(7.6) |
Tax on discontinued operations |
- |
(6.7) |
Total tax charge |
10.9 |
48.6 |
2024 |
2023 |
|
Tax credited to other comprehensive income/expense |
$m |
$m |
Deferred tax movement on retirement bene fit liabilities |
(16.6) |
(25.2) |
Impact of change in tax rate applicable to the UK de fined benefit scheme |
(40.3) |
- |
Tax on derivative financial instruments |
0.1 |
0.4 |
Total credited to other comprehensive income/expense |
(56.8) |
(24.8) |
2024 |
2023 |
|
Tax charged/(credited) to equity |
$m |
$m |
Deferred tax impact of rate change |
(0.1) |
(0.7) |
Other |
0.2 |
0.1 |
Total charged/(credited) to equity |
0.1 |
(0.6) |
Tax payments differ from the current tax charge primarily due to the time lag between tax charge and payments in most
jurisdictions and movements in uncertain tax provisions differing from the timing of any related payments.
John Wood Group PLC
Annual Report and Financial Statements 2024
184
Notes to the financial statements
continued
6
Taxation
(continued)
2023 | ||
2024 | (restated*) | |
Reconciliation of applicable tax charge at statutory rates to tax charge | $m | $m |
Loss before taxation from continuing operations | (2,761.4) | (151.9) |
Loss/(profit) be fore taxation from discontinued operations | - | (15.2) |
Gain on sale of discontinued operation | - | 31.0 |
Less: Share of post-tax pro fit from joint ventures (note 13) | (33.9) | (42.8) |
Loss before taxation from total operations (excluding pro fits from joint ventures) | (2,795.3) | (178.9) |
Applicable tax charge at statutory rates | (679.5) | (19.3) |
Effects of: | ||
Non-deductible expenses | 12.8 | 15.8 |
Non-taxable income | (4.8) | - |
Non-deductible expenses – exceptional | 500.1 | 4.1 |
Non-taxable income – exceptional | (14.3) | (9.9) |
Deferred tax recognition: | ||
Recognition of deferred tax assets not previously recognised | (6.4) | (5.5) |
Utilisation of tax assets not previously recognised | (1.3) | (3.4) |
Current year deferred tax assets not recognised | 129.4 | 90.9 |
Write off of previously recognised deferred tax assets | 49.3 | 2.2 |
Irrecoverable withholding tax | 28.9 | 14.3 |
CFC charges | 3.0 | 5.7 |
Uncertain tax provisions | (0.1) | (0.4) |
Uncertain tax provisions – exceptional | (1.8) | 0.6 |
Uncertain tax provisions prior year adjustments | 0.3 | (10.6) |
Uncertain tax provisions prior year adjustments – Exceptional | (2.6) | (7.4) |
Prior year adjustments | (8.2) | (13.9) |
Prior year adjustments – exceptional | 3.6 | (11.2) |
Impact of change in rates on deferred tax | (0.3) | (3.4) |
Pillar 2 charge | 2.8 | - |
Total tax charge | 10.9 | 48.6 |
Comprising | ||
Tax charge on continuing operations | 10.9 | 55.3 |
Tax credit on discontinued operations | - | (6.7) |
Total tax charge | 10.9 | 48.6 |
The weighted average of statutory tax rates is 24.3% in 2024 (2023: 10.8%). The rate of tax re
flects the jurisdictions in which profits
and losses are generated in and the applicable tax rates. The rate is supressed by asbestos related losses occurring in an entity
which is not subject to tax and as such has a 0% tax rate. The lower rate in 2023 reflects that the impact o
f the asbestos costs was
proportionately higher in 2023 as a result of the smaller loss.
Non deductible expenses – Exceptional primarily relates to the impairment of consolidation goodwill which does not give rise to a
tax deduction and has no deferred tax liability related to it
Write off of previously recognised deferred tax assets primarily re
flects the impact o
f the impairment of the Brand Intangible Asset
which reduced deferred tax liabilities supporting the recognition of deferred tax assets in the US, UK and Australia.
Strategic report
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
185
6
Taxation
(continued)
Due to the performance of the UK business and forecast future pro
fits, de
ferred tax asset recognition has been increased in the UK
to reflect one year o
f pro
fits in addition to assets supported by de
ferred tax liabilities. This has had the impact of reducing the tax
charge by $10.5m. US deferred tax asset recognition is based on supporting deferred tax liabilities with recognition at its maximum
at the end of 2023, further deferred tax assets have been created during the year, and supporting deferred tax liabilities have
reduced due to amortisation resulting in an increase in the tax charge of $130m.
Net income tax liabilities in the Group balance sheet include $76.9m (2023: $87.1m) relating to uncertain tax positions where
management has had to exercise judgement in determining the most likely outcome in respect of the relevant issue. The larger
amounts relate to recoverability of withholding taxes ($22.6m, 2023: $38.0m), group
financing ($27.7m, 2023: $25.7m) and trans
fer
pricing and tax residence ($8.4m, 2023: $9.4m). Where the final outcome on these issues di
ffers to the amounts provided, the
Group’s tax charge will be impacted.
Of the uncertain tax positions, $68.9m are currently under audit by tax authorities. The tax provision re
flects the maximum
potential liability on the basis the outcome of the audits will likely be either no liability or the out
flow o
f the full amount provided.
The outcome of the audits will determine if there is a credit to taxation in 2025. The remaining $8.0m comprises uncertain tax
positions not yet under audit, none of which are individually material. Of the $8.0m, $0.6m will become statute barred for tax
authority audit during 2025 if the tax authorities do not commence an audit.
Pillar II
The Group is within the scope of the OECD Pillar Two model rules. John Wood Group plc is incorporated and tax resident in the UK,
as a result the rules apply following the UK implementation from 1 January 2024. A tax charge of $2.8m for 2024 arises due to the
new rules, primarily reflecting profits o
f the Groups Guernsey incorporated captive insurance company.
Factors affecting the tax charge in future years
There are a number of factors that may affect the Group’s future tax charge including the resolution of open issues with the tax
authorities, corporate acquisitions and disposals, the use of brought forward losses and changes in tax legislation and rates. The
following outlines key factors that may impact on future tax charges.
On 4 July 2025 the One Big Beautiful Bill was enacted in the US incorporating signi
ficant tax legislation changes. The changes
include a relaxation of pro
fit based restrictions on annual interest deductions, the removal o
f the requirement to spread research
and development expenses over 5 years for tax purposes, an increase in the rate of tax applicable under the Base Erosion and Anti-
Abuse Tax from 10% to 10.5% from 2026, and an increase in the tax on subsidiaries operating in low tax jurisdictions from 10.5%
to 12.6% from 2026. Due to losses in the US, we do not anticipate the legislation changes having a signi
ficant impact on the tax
position of the Group for the foreseeable future.
On 29th August 2025, Sidara have made a formal offer for the Group which if it receives shareholder and regulatory approval will
result in a change of control of the Group. In the US such a change of control results in a restriction on the utilisation of brought
forward losses from the date of the change of control. The restriction is based on a percentage of the market value of the US Group
at the time of the change of control, the percentage applicable is dependent on interest rates and is currently between 3% and 4%.
The restriction allows the calculated amount of brought forward losses to be utilised each year on a cumulative basis. As the offer
values the entire Group at £208m we anticipate that the restriction will significantly restrict the timing o
f the utilisation of the
brought forward losses in the US at the date of the change of control. US losses at 31 December 2024 are $694m.
Tax Policy
The Group is committed to complying with all relevant tax laws, rules, regulations and reporting and disclosure requirements
wherever it operates. All tax planning undertaken is consistent with the Group’s overall strategy and approach to risk. The Group
aims to use incentives and reliefs to minimise the tax cost of conducting business but will not use them for purposes which are
knowingly contradictory to the intent of the legislation. A full copy of the Group’s tax strategy can be found on the Group’s website
John Wood Group PLC
Annual Report and Financial Statements 2024
186
Notes to the financial statements
continued
Discontinued operation
In September 2022, the Group announced it had completed an agreement to sell the Built Environment Consulting business, which
is included within the Built Environment Consulting operating segment. The Built Environment Consulting business was classified as
a discontinued operation from 1 January 2022, at which point the conditions under IFRS 5 were met. The Group income statement
and statement of comprehensive income were restated to show the discontinued operation separately from continuing operations.
As per the terms of the agreement, the Group had a residual element of the transaction classi
fied as held
for sale in the 2022
Annual Report.
(i)
Results of discontinued operation
2023 |
|||
2024 |
(restated) |
||
Note |
$m |
$m |
|
External revenue |
- |
- |
|
Cost of sales |
- |
(10.2) |
|
Gross (loss)/profit |
- |
(10.2) |
|
Administrative expenses |
- |
- |
|
Exceptional items – administrative expenses |
- |
(5.0) |
|
Operating (loss)/profit |
- |
(15.2) |
|
Finance expense |
- |
- |
|
(Loss)/profit be fore tax |
- |
(15.2) |
|
Taxation |
- |
- |
|
Results from operating activities, net of tax |
- |
(15.2) |
|
Gain on sale of discontinued operation |
- |
30.0 |
|
Income tax on gain on sale of discontinued operation (exceptional) |
- |
6.7 |
|
Profit from discontinued operation, net of tax |
- |
21.5 |
|
Earnings per share (cents) |
|||
Basic |
- |
3.1 |
|
Diluted |
- |
3.1 |
There is no impact from the discontinued operation in the current year. In the prior year, the pro
fit a
fter tax was $21.5m and is
attributable entirely to the owners of the Company. Cost of sales of $10.2m relates to contract costs incurred in respect of the Built
Environment Consulting business prior to its sale that were not known at the time of the disposal and should have been accrued in
that business in the prior year.
The final proceeds
from the disposal of the Built Environmental Consulting business were agreed during 2023 upon agreement of
the completion balance sheet between the Group and WSP. This has resulted in an additional gain of $30.0m, comprising $27.1m of
cash proceeds and the release of completion accruals, being recognised in discontinued operations.
The disposal of the built environment business has led to a R&D tax credit being determined to be unrecoverable in the foreseeable
future, and a charge of $5.0m has been recognised in addition to the charge previously recognised in 2022, following the
filing o
f the
relevant 2022 tax returns.
(ii)
Cash flows
from / (used in) discontinued operation
2024 |
2023 |
|
Note |
$m |
$m |
Net cash used in operating activities |
- |
- |
Net cash (used in)/ generated from investing activities |
- |
(40.0) |
Net cash flows for the period |
- |
(40.0) |
Dividends
Dividends declared and paid in the year were $nil (2023: $nil). Any decision to resume payment of a dividend will consider the
Group’s future pro
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
187
Earnings per share
| 2024 |
2023 (restated*) |
|||||
(Losses)/earnings |
(Losses)/earnings |
|||||
attributable to |
(Losses)/ |
attributable to |
(Losses)/ |
|||
owners of |
Number |
earnings per |
owners of |
Number |
earnings |
|
the parent |
of shares |
share |
the parent |
of shares |
per share |
|
$m |
m |
cents |
$m |
m |
cents |
|
Basic pre-exceptional |
(145.6) |
690.2 |
(21.1) |
(65.7) |
685.9 |
(9.6) |
Exceptional items, net of tax |
(2,632.4) |
690.2 |
(381.4) |
(125.5) |
685.9 |
(18.3) |
Basic |
(2,778.0) |
690.2 |
(402.5) |
(191.2) |
685.9 |
(27.9) |
Effect of dilutive ordinary shares |
- |
- |
- |
- |
- |
- |
Diluted |
(2,778.0) |
690.2 |
(402.5) |
(191.2) |
685.9 |
(27.9) |
Adjusted diluted earnings per share calculation |
||||||
Basic |
(2,778.0) |
690.2 |
(402.5) |
(191.2) |
685.9 |
(27.9) |
Exceptional items, net of tax |
2,632.4 |
690.2 |
381.4 |
125.5 |
685.9 |
18.3 |
Amortisation related to acquisitions, net of tax |
47.9 |
690.2 |
6.9 |
50.8 |
685.9 |
7.4 |
Adjusted basic |
(97.7) |
690.2 |
(14.2) |
(14.9) |
685.9 |
(2.2) |
Adjusted diluted |
(97.7) |
690.2 |
(14.2) |
(14.9) |
685.9 |
(2.2) |
(Losses)/earnings attributable to equity shareholders
| 2024 |
2023 (restated*) |
|||||
Continuing |
Discontinued |
Continuing |
Discontinued |
|||
operations |
operations |
Total |
operations |
operations |
Total |
|
$m |
$m |
$m |
$m |
$m |
$m |
|
(Losses)/earnings attributable to equity |
(145.6) |
- |
(145.6) |
(55.5) |
(10.2) |
(65.7) |
shareholders (basic pre-exceptional) |
||||||
Exceptional items, net of tax |
(2,632.4) |
- |
(2,632.4) |
(157.2) |
31.7 |
(125.5) |
(Losses)/earnings attributable |
(2,778.0) |
- |
(2,778.0) |
(212.7) |
21.5 |
(191.2) |
to equity shareholders |
||||||
Number of shares (basic) |
690.2 |
690.2 |
690.2 |
685.9 |
685.9 |
685.9 |
Number of shares (diluted) |
690.2 |
690.2 |
690.2 |
685.9 |
685.9 |
685.9 |
Basic earnings per share (cents) |
(402.5) |
- |
(402.5) |
(31.0) |
3.1 |
(27.9) |
Diluted earnings per share (cents) |
(402.5) |
- |
(402.5) |
(31.0) |
3.1 |
(27.9) |
The calculation of basic earnings per share is based on the earnings attributable to owners of the parent divided by the weighted
average number of ordinary shares in issue during the year excluding shares held by the Group’s employee share trusts. For the
calculation of diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion
of dilutive potential ordinary shares, only when there is a pro
fit per share. The Group’s dilutive ordinary shares comprise share
options granted to employees under Executive Share Option Schemes, shares and share options awarded under the Group’s Long-
Term Plan and shares awarded under the Group’s Employee Share Plan and Share Incentive Plan. Adjusted basic and adjusted
diluted earnings per share are disclosed to show the results excluding the impact of exceptional items and amortisation related to
acquisitions, net of tax.
For the year ended 31 December 2024, the Group reported a basic loss (2023: loss) per ordinary share, therefore the effect of
dilutive ordinary shares are excluded (2023: excluded) in the calculation of diluted earnings per share. Where pro
fits have been made
when disaggregating discontinued and continuing operations, the calculation of diluted earnings per share was performed on the
same basis as the whole Group. Had the result been a profit, an additional 28.1m o
f dilutive potential shares would have been used
in the calculation of diluted EPS metrics, which would have reduced the adjusted diluted EPS by 0.6 cents.
John Wood Group PLC
Annual Report and Financial Statements 2024
188
Notes to the financial statements
continued
Goodwill and other intangible assets
Software and | Client contracts | ||||
Goodwill | development costs | and relationships | Brands | Total | |
$m | $m | $m | $m | $m | |
Cost | |||||
At 1 January 2024 (*restated) | 4,311.8 | 376.8 | 660.9 | 484.8 | 5,834.3 |
Exchange movements | (78.4) | (11.4) | (17.8) | (4.7) | (112.3) |
Additions | - | 64.7 | - | - | 64.7 |
Disposals | - | (21.0) | - | - | (21.0) |
Reclassify to held for sale | (16.9) | - | - | - | (16.9) |
Reclassifications | - | (7.1) | - | - | (7.1) |
Businesses divested | (10.8) | - | (12.3) | - | (23.1) |
At 31 December 2024 | 4,205.7 | 402.0 | 630.8 | 480.1 | 5,718.6 |
Amortisation and impairment | |||||
At 1 January 2024 (*restated) | 495.3 | 294.6 | 576.8 | 201.1 | 1,567.8 |
Exchange movements | (35.9) | (9.6) | (13.1) | (3.0) | (61.6) |
Impairment charge | 1,961.1 | - | - | 253.7 | 2,214.8 |
Amortisation charge | - | 75.0 | 24.4 | 28.3 | 127.7 |
Disposals | - | (21.0) | - | - | (21.0) |
Reclassifications | - | (0.7) | - | - | (0.7) |
Businesses divested | - | - | (12.3) | - | (12.3) |
At 31 December 2024 | 2,420.5 | 338.3 | 575.8 | 480.1 | 3,814.7 |
Net book value at 31 December 2024 | 1,785.2 | 63.7 | 55.0 | - | 1,903.9 |
Cost | |||||
At 1 January 2023 | 4,277.4 | 343.2 | 656.1 | 479.4 | 5,756.1 |
Prior year adjustment | - | (68.0) | - | - | (68.0) |
Restated at 1 January 2023 | 4,277.4 | 275.2 | 656.1 | 479.4 | 5,688.1 |
Exchange movements | 49.4 | 20.5 | 4.8 | 5.4 | 80.1 |
Additions | - | 83.2 | - | - | 83.2 |
Disposals | - | (2.1) | - | - | (2.1) |
Businesses divested | (15.0) | - | - | - | (15.0) |
At 31 December 2023 | 4,311.8 | 376.8 | 660.9 | 484.8 | 5,834.3 |
Amortisation and impairment | |||||
At 1 January 2023 | 488.8 | 239.4 | 547.7 | 171.1 | 1,447.0 |
Prior year adjustment* | - | (35.3) | - | - | (35.3) |
Restated at 1 January 2023 | 488.8 | 204.1 | 547.7 | 171.1 | 1,411.7 |
Exchange movements | 6.5 | 16.3 | 2.8 | 1.8 | 27.4 |
Amortisation charge | - | 76.3 | 26.3 | 28.2 | 130.8 |
Disposals | - | (2.1) | - | - | (2.1) |
At 31 December 2023 | 495.3 | 294.6 | 576.8 | 201.1 | 1,567.8 |
Net book value at 31 December 2023 | 3,816.5 | 82.2 | 84.1 | 283.7 | 4,266.5 |
*Refer to pages 171-172 for more information on the restatement.
Strategic report
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
189
10
Goodwill and other intangible assets
(continued)
General
In accordance with IAS 36
Impairment of assets
, goodwill and other non-current assets were tested for impairment at 31 December
2024. The Group has six CGUs and Goodwill is monitored by management at CGU level. The critical assumptions used in the
impairment model for Projects, Operations, Consulting and Group were discount rate, long term growth rate and risk adjusted
EBITDA which includes assumptions around revenue CAGR and EBITDA margin and is driven by assumptions around gross margin
and overhead. The Group’s assumptions include the benefit o
f the simpli
fication programme explained in note 5. Following the
review for indicators of impairment the directors noted that the continued low market capitalisation of around $600m was an
indicator of impairment for each of the CGUs because the market capitalisation is signi
ficantly below the Group’s opening net
assets of $3,263.9m. The low market capitalisation is considered to be due to a combination of factors including
financing risk,
execution risk and the recent deferral to the signi
ficant
free cash
flow target.
The Projects business mainly provides complex engineering design and project management across energy and materials markets,
including oil and gas, metal and minerals and life sciences. The Operations business manages and optimises client assets including
decarbonisation, maintenance, modifications, brownfield engineering and asset management through to decommissioning. The
Consulting business provides technical consulting, digital consulting and energy asset development including the provision of
decarbonisation and digital solutions.
At 31 December 2024, the Group fully impaired the carrying value of its AFW brand intangible of $253.7 million. The brand, acquired
in 2017, was no longer used in commercial activities, with the Group operating solely under the ‘Wood’ brand throughout 2024.
The AFW brand did not generate independent cash flows and assessment under
fair value less costs of disposal assessments
concluded the brand’s recoverable amount was nil, supported by the Group’s, significant legacy losses, negative brand sentiment,
and the immateriality of remaining AFW branded operations. Further, the Group has recorded impairment charges of $1,961.1m in
2024 following the annual impairment test against goodwill. The total impairment charge has been recorded as follows: Projects
($1,633.6m), Operations ($198.8m) and Consulting ($128.7m) and includes an allocation of impairment charges identi
fied through
the Group impairment test. The impairment charge is significant and reflects that the Group has not delivered
free cash
flow since
2019 and had previously committed to delivering free cash
flow in 2024 and 2025 which was subsequently de
ferred due to budgeted
targets not being achieved. These historic failures to deliver budgets have resulted in signi
ficant risk adjustments being reflected in
the cash flow models.
The carrying value of the goodwill for each CGU as at the test date is shown in the table below. The Transmission and Distribution
(“T&D”) business was transferred out of the Projects CGU into Investment Services on 1 January 2024. The goodwill allocated to
T&D was determined through a relative value methodology through comparing the value in use of T&D compared to Projects which
then allowed management to develop an appropriate relative value of goodwill to be transferred.
The carrying value of goodwill at the 2024 test date was $3,746.3m and has reduced by $70.2m since the 2023 test date. The
reduced carrying value reflects the disposal o
f CEC Controls which included $10.8m of goodwill and the classi
fication o
f Kelchner
as held for sale, amounting to $16.9m. The Kelchner business has been classi
fied as held
for sale resulting in the associated goodwill
being tested for impairment separately as a held for sale current asset. The remaining movement is explained by foreign exchange
movements.
Goodwill | Goodwill | |
carrying value | carrying value | |
2024 test date | 2023 test date | |
Cash Generating Unit | $m | $m |
Projects | 2,147.7 | 2,195.7 |
Operations | 1,216.1 | 1,231.2 |
Consulting | 332.4 | 356.4 |
Kelchner | - | 16.9 |
Swaggart | 16.3 | 16.3 |
Transmission and Distribution | 33.8 | n/a |
Total goodwill | 3,746.3 | 3,816.5 |
Basis for determining recoverable amount
The recoverable amount at the year-end was determined by preparing value-in-use calculations prepared for each CGU using the
cash flow projections included in the financial
forecasts prepared by management and approved by the Board for the
five year
period from 2025 through to 2029. Risk adjustments were re
flected in the impairment models through a critical assessment o
f
revenue CAGR and historic actual performance against budget for key metrics such as revenue growth, gross margin, overhead and
working capital metrics. The Group finalised the long-term plan (‘LTP’), which highlighted reductions in revenue and EBITDA relative
to the 2024 LTP, particularly in the Projects CGU due to slower than anticipated growth in the minerals processing and life sciences
and refining and chemicals businesses. Furthermore, the 2024 actuals were behind budget despite mitigating actions such as the
cancellation of the annual executive and employee bonus, which leads to further reductions in the forecast outlook.
John Wood Group PLC
Annual Report and Financial Statements 2024
190
Notes to the financial statements
continued
10
Goodwill and other intangible assets
(continued)
The key market drivers, within our energy end market, include energy security and supporting energy transition in our focus markets.
Throughout 2024, the Group secured new awards in our Oil and Gas service line including a long term maintenance contract for
onshore and offshore assets within our Operations CGU and new strategic awards in the Middle East. These awards highlight the
importance of the oil and gas market to the Group but also highlight some of the work that the Group is delivering in these markets
is focused on helping to reduce the carbon intensity of oil and gas assets and reduce emissions. The latest LTP produced by the
Group indicates that work in the oil and gas sector will become an increasing part of our business and follows many oil and gas
majors scaling back on their pursuit of developing cleaner forms of energy and a Trump administration in the US which is sparking
a resurgence in fossil fuel projects following commitments made during the Trump election campaign in 2024. A signi
ficant element
of this forecast growth within the oil and gas sector is driven by our Projects CGU and is underpinned by our clients focus on energy
security and decarbonising their operations.
Our materials growth drivers are also underpinned by transition to net zero, as well as increased consumer demand driven by
population growth and higher standards of living and includes sectors such as minerals, metals and chemicals. As noted above, the
Group has observed slower than anticipated growth in these businesses which was underpinned by the view that the Group could
increase its market share through increased mining activities in respect of the deployment of clean energy technologies. During
2024, the Group was awarded contracts in the chemicals sector to deliver sustainable aviation fuels within Southern Europe which
will leverage off the Group’s engineering expertise in the transition to net zero and will help to contribute to the forecasts for this
sector in the LTP and supports the Group’s view that a step change in future investment is still anticipated in cleaner forms of
energies.
Therefore, the Group considers that there are risks associated with energy transition, including energy transition and industrial
decarbonisation markets not generating suf
ficient revenues to meet targets in the short term, which may also impact the Group’s
ability to attract or retain the appropriately skilled workforce which could prevent the Group from competing for work in this space.
However, offsetting this risk is the large near-term addressable market focused on energy security within oil and gas along with the
desire of those clients to pursue decarbonisation efforts as evidenced by some of the new awards described above.
During the year, there was a change in assumption to allocating intangible capital expenditure that is incurred centrally to each of
the CGUs. The annual amortisation charge was previously allocated to each of the CGUs on the basis of revenue however following
a review of the
financial per
formance of each of the CGUs and the Group as a whole, the amortisation charge is now allocated
according to usage of the various software packages. The annual amortisation charge is deemed to be an appropriate proxy for
software additions. This has no impact on the Group position but reduces the Projects CGU value in use, increasing Operations and
Consulting.
Furthermore, the Group allocated central costs and assets on a just and reasonable basis as part of the 2024 impairment test. In
2023, management performed the test of the central unallocated costs through a supplemental Group test which did not identify
an additional impairment. For the current period, management identified a reasonable and supportable basis
for allocating the
majority of central costs and assets to the CGUs. Management also consider this to be a change in assumption. In general, the
central incurred costs and assets were allocated pro-rata to each of the CGUs on the basis of revenue, headcount or usage of the
assets. Headcount data was obtained from human resources and asset usage data was obtained from software providers or real
estate as appropriate.
Critical assumptions
Revenue CAGR
The Projects revenue CAGR includes growth from its oil and gas business, with growth expected in the Middle East region and lower
than forecast awards in the minerals and chemicals businesses. Projects is expected to continue to grow its Middle East business in
the oil and gas space following a number of strategic wins in the region in 2024 and aligns with the Group’s strategy of supporting
the production of cleaner energy in the oil and gas sector. The Operations revenue CAGR re
flects
forecast growth from its oil and
gas business principally within the EMEA sector. The Consulting revenue CAGR reflects
forecast growth from its technical and
digital consulting service lines across a range of end markets.
Management concluded that because the Projects, Operations and Consulting forecasts for revenue and EBITDA have reduced
relative to the 2024 LTP, the ongoing uncertainties in place at the balance sheet date caused by the Independent Review, maturity
of the principal debt facilities in October 2026 and continuing deferral of signi
ficant
free cash
flow targets, risk adjustments have
been applied to each of the CGUs. Furthermore, as highlighted in this note, historic failures to deliver budgeted targets in each of
the CGUs results in significant risk adjustments being required. Further risks include reduced anticipated growth in the outer years
of the forecasts due to changes in the macroeconomic environment and increased geopolitical risk, execution risk in the major,
complex capital project work that is delivered by the CGUs and working capital risk driven by recurring delays to collecting cash
from clients. Furthermore, management has assessed that there is risk of awards being made to our competitors whilst the Group
navigates through the current environment. These risks have led to a risk adjusted revenue CAGR of 5.6% (2023: 9.5%); 3.5% (2023:
7.1%) and 2.7% (2023: 10.5%) in Projects, Operations and Consulting respectively. The overall risk adjusted CAGR for the Group
model was 4.3% (2023: 8.4%). Where the risk adjusted revenue CAGRs are not achieved, further material impairments may need to
be recorded.
Strategic report
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
191
10
Goodwill and other intangible assets
(continued)
EBITDA margin
Management also considered gross margin and the overhead margin to quantify further risk adjustments which
flows down to
the Group’s risk adjusted EBITDA margin. The Group considered historic gross margin performance, which has been impacted by
execution of contracts and expected credit losses on trade receivables and gross amount due from clients. The Group’s assumptions
include the benefit o
f the simpli
fication programme explained in note 5. The Group also reviewed historic overhead margin rates
and compared to the latest forecasts. These comparisons highlighted risk adjustments to be recorded to align the forecasts with
historic performance in each of the CGUs. These risks have led to a risk adjusted EBITDA margin, post removal of joint venture
results and inclusion of central allocations, of 6.6%, 5.9% and 9.7% for Projects, Operations and Consulting respectively in the
terminal year. The risk adjusted EBITDA margin in the terminal year for the Group is 6.5% (2023: 7.5%)
Terminal growth rates
The terminal growth rates assumed from 2029 do not exceed the long-term average historical growth rates for the regions and
sectors in which the CGUs operate. The Group expects to benefit
from long-term growth opportunities from Energy Transition,
which has been considered in determining long-term growth rates. This mitigating long-term annual growth was then applied
to each of the CGUs based on current activity levels. However, the long-term growth rates assumed in the model are lower at
2.0% for Projects and Operations and 2.1% for Consulting (2023: 2.4% for all business units), with the reduction in the long-term
growth rates reflecting reduced expectations o
f long term growth, particularly given increased reliance on oil and gas in the current
forecasts. The Group terminal growth rate is modelled at 2.0% (2023: 2.4%).
Discount rates
The cash flows have been discounted using discount rates appropriate
for each CGU, and these rates are updated for each
impairment review performed. The discount rate is a critical assumption in the impairment test. The Group has considered the
additional specific risks related to each business such as country risk. The discount rates have significantly increased since the prior
year due to refinancing risk and an increased size premium being included in the discount rate. The refinancing risk relates to the
levels of re
financing risk which existed at the balance sheet date due to the Group’s need to refinance the current borrowings due to
mature in October 2026. The refinancing risk is addressed in more detail in the going concern disclosure. The size premium reflects
the fact that the market capitalisation has reduced signi
ficantly since the 2023 test date and the Group are now considered small in
comparison to its peer group. The resulting rates are consistent with market participant rates.
The table below sets out the post-tax and pre-tax discount rates for each of the CGUs. A post-tax discount rate was applied to
post-tax cash flows and then the tax impact was removed in the modelling to determine the resulting pre-tax rates.
Pre–tax | Pre–tax | Post–tax | Post–tax | |
discount rate | discount rate | discount rate | discount rate | |
2024 | 2023 | 2024 | 2023 | |
Cash Generating Unit | % | % | % | % |
Projects | 14.6 | 12.0 | 13.1 | 10.3 |
Operations | 15.6 | 12.3 | 12.9 | 10.5 |
Consulting | 13.6 | 12.0 | 11.3 | 10.3 |
Kelchner | n/a | 10.8 | n/a | 9.4 |
Swaggart | 14.8 | 11.0 | 11.3 | 9.4 |
Wood T&D | 13.9 | n/a | 11.3 | n/a |
Results of impairment testing and sensitivities
$m | Carrying value of CGU | Value in use | Impairment of goodwill |
Projects | 1,991.4 | 386.7 | (1,604.7) |
Operations | 1,206.0 | 1,066.0 | (140.0) |
Consulting | 344.0 | 227.0 | (117.0) |
n/a | n/a | (1,861.7) |
The post tax discount rate would need to be 8.5% lower in Projects to reduce the 2024 impairment charge to $’nil’.
The post tax discount rate would need to be 1.5% lower in Operations to reduce the 2024 impairment charge to $’nil’.
The post tax discount rate would need to be 2.3% lower in Consulting to reduce the 2024 impairment charge to $’nil’.
The value in use and carrying values quoted in the table above both include deductions for provisions and lease liabilities.
The Group post-tax discount rate was 12.6% (2023: 9.6%) and pre-tax rate was 14.7% (2023: 11.2%).
John Wood Group PLC
Annual Report and Financial Statements 2024
192
Notes to the financial statements
continued
10
Goodwill and other intangible assets
(continued)
Goodwill impairment |
Additional Group |
|||
$m |
Carrying value of Group |
Value in use |
recorded in CGUs |
level impairment |
Group |
3,126.1 |
1,165.1 |
(1,861.6) |
(99.4) |
The additional central impairment charge of $99.4m is allocated to the three main CGUs pro-rata to the initial post-impairment
carrying value of goodwill. The post impairment year end carrying value of goodwill was $1,785.2m (2023: $3,816.5m) made up of
Projects goodwill of $514.1m (2023: $2,194.8m), Operations goodwill of $1,017.3m (2023: $1,232.1m), Consulting goodwill of $203.7m
(2023: $356.4m) and Swaggart, Kelchner and Transport and Distribution goodwill of $50.1m (2023: $33.2m). As noted further
above, central costs and assets are allocated on a just and reasonable basis, however there is a residual unallocated cost and asset
base, resulting in a requirement for a Group test, which leads to an additional impairment charge of $99.4m. The post-tax discount
rate would need to be 0.6% lower to reduce the 2024 central impairment charge to $nil.
Reasonably possible changes in future impairment tests could result in further impairment charges as described below. The
sensitivities disclosed below represent the incremental impairment charge against goodwill should these materialise.
Carrying value |
||||||
of goodwill post |
Long term |
|||||
Impairment |
impairment |
Discount rate |
growth rate |
CAGR |
EBITDA margin |
|
$m |
of goodwill |
charge |
(1% increase) |
(0.5% reduction) |
(1% - 3.5% reduction) |
(1% reduction) |
Projects |
1,604.7 |
514.1 |
38.0 |
21.0 |
134.0 |
131.0 |
Operations |
140.0 |
1,017.3 |
70.0 |
30.0 |
64.0 |
195.0 |
Consulting |
117.0 |
203.7 |
35.0 |
14.0 |
20.0 |
40.0 |
Swaggart |
- |
16.3 |
- |
- |
- |
- |
Transmission and |
||||||
Distribution |
- |
33.8 |
- |
- |
- |
- |
Additional group level |
99.4 |
- |
151.0 |
76.0 |
242.0 |
457.0 |
impairment |
||||||
1,961.1 |
1,785.2 |
294.0 |
141.0 |
460.0 |
823.0 |
Reasonably possible changes in the revenue CAGR range from 1% to 3.5%. 1% and 1.5% were deemed to be reasonably possible
changes to the Consulting and Operations revenue risk adjusted CAGR, given the current risk adjusted CAGRs for these CGUs
as disclosed further above. The Group applied a 3.5% reasonably possible change to the Projects risk adjusted CAGR of 5.6%. A
weighted average approach was applied to determine the level of risk adjustment required in the Group test which resulted in
a 2.3% reasonably possible change being applied. Despite the significant increase in the discount rate between 2023 and 2024,
management has determined that a 1% increase as a reasonably possible change in discount rate. As described further above, the
discount rate increase is driven by the refinancing risk that was in place at the test date as well as a size premium and there
fore a
further signi
ficant increase is considered unlikely. A 1% EBITDA margin reduction is also considered reasonably possible. Mitigating
actions to offset the impact of lower than forecast revenue growth and execution include cancellation of discretionary bonuses
and headcount reductions to offset the adverse impact of under-utilisation of the Group’s principal cost base. The sensitivities
presented for each of the CGUs focus on a change in one key assumption at a time. The impairment charge could therefore be
materially higher than what is presented if numerous assumptions, in aggregate, moved in a negative way.
Reasonably possible changes in the assumptions used in the impairment tests in the Transmission and Distribution and Swaggart
CGUs did not result in an impairment. In order to reduce headroom to $nil in 2024, the critical assumptions would need to change to:
Post tax |
Terminal |
||
discount rate |
growth rate |
CAGR |
|
Cash Generating Unit |
(%) |
(%) |
(%) |
Swaggart |
17.2 |
(8.5) |
(7.0) |
Wood T&D |
16.9 |
(7.6) |
0.0 |
Post balance sheet events
Management continue to monitor the impact of post year end trading and its expected impact on the medium-term forecasts. If
trading over the medium term is below the risk adjusted forecasts, there is a risk of further impairments. During 2025, there has
been significant exceptional spend on advisor
fees which, could not have been anticipated, in connection with the Independent
Review, refinancing and acquisition by Sidara. Furthermore, given the ongoing uncertainties throughout 2025 caused by the
refinancing status o
f the Group, it is possible that revenue growth does not materialise in line with the risk adjusted forecasts.
Intangibles
Client relationships relate mainly to the acquisition of Amec Foster Wheeler in 2017 and are being amortised over periods of 5 to 13
years. Brands recognised relate entirely to the acquisition of AFW and have been impaired in full during 2024.
Software and development costs includes internally generated assets with a net book value of $45.1m at 31 December 2024 (2023:
$47.5m). $7.2m (2023: $18.7m) of internally generated intangibles is included in additions in the year. The software disposals relate
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
193
Property, plant and equipment
Land and | Plant and | ||
Buildings | equipment | Total | |
$m | $m | $m | |
Cost | |||
At 1 January 2024 | 38.8 | 60.7 | 99.5 |
Exchange movements | (1.2) | (6.1) | (7.3) |
Additions | 1.1 | 19.4 | 20.5 |
Disposals | (6.8) | (15.4) | (22.2) |
Businesses divested (note 32) | - | (1.9) | (1.9) |
Transferred to held for sale | - | (6.3) | (6.3) |
Reclassifications | (2.4) | 9.5 | 7.1 |
At 31 December 2024 | 29.5 | 59.9 | 89.4 |
Accumulated depreciation and impairment | |||
At 1 January 2024 | 23.5 | 10.7 | 34.2 |
Exchange movements | (1.2) | (4.6) | (5.8) |
Charge for the year | 6.0 | 15.4 | 21.4 |
Disposals | (6.4) | (13.5) | (19.9) |
Businesses divested (note 32) | - | (1.5) | (1.5) |
Transferred to held for sale | - | (2.0) | (2.0) |
Reclassifications | (2.9) | 3.6 | 0.7 |
At 31 December 2024 | 19.0 | 8.1 | 27.1 |
Net book value at 31 December 2024 | 10.5 | 51.8 | 62.3 |
Cost | |||
At 1 January 2023 | 51.6 | 79.3 | 130.9 |
Exchange movements | 1.9 | 4.1 | 6.0 |
Additions | 2.7 | 17.8 | 20.5 |
Disposals | (17.4) | (25.7) | (43.1) |
Reclassifications | - | (14.8) | (14.8) |
At 31 December 2023 | 38.8 | 60.7 | 99.5 |
Accumulated depreciation and impairment | |||
At 1 January 2023 | 28.5 | 20.0 | 48.5 |
Exchange movements | 0.9 | 3.3 | 4.2 |
Charge for the year | 5.1 | 15.9 | 21.0 |
Disposals | (12.1) | (25.4) | (37.5) |
Impairment | 1.1 | 0.7 | 1.8 |
Reclassifications | - | (3.8) | (3.8) |
At 31 December 2023 | 23.5 | 10.7 | 34.2 |
Net book value at 31 December 2023 | 15.3 | 50.0 | 65.3 |
The net book value of Land and Buildings includes $3.4m (2023: $7.9m) of Long Leasehold and Freehold property and $7.1m (2023:
$7.4m) of Short Leasehold property. There were no material amounts in assets under construction at 31 December 2024. During
2023 there were finance lease assets with a net book value o
John Wood Group PLC
Annual Report and Financial Statements 2024
194
Notes to the financial statements
continued
Leases
Land and | Plant and | ||
Buildings | equipment | Total | |
Right of use assets | $m | $m | $m |
Net book value | |||
At 1 January 2024 | 316.8 | 39.1 | 355.9 |
Exchange movements | (10.0) | (0.8) | (10.8) |
Additions | 73.3 | 23.7 | 97.0 |
Disposals | (0.2) | (2.1) | (2.3) |
Businesses divested (note 32) | (1.1) | - | (1.1) |
Transferred to held for sale | (0.1) | (0.8) | (0.9) |
Reclassifications | (2.1) | (0.2) | (2.3) |
Depreciation of right of use assets | (63.1) | (27.4) | (90.5) |
At 31 December 2024 | 313.5 | 31.5 | 345.0 |
Lease liabilities | |||
At 1 January 2024 | 400.8 | ||
Exchange movements | (11.8) | ||
Additions | 100.1 | ||
Disposals | (4.9) | ||
Businesses divested (note 32) | (1.2) | ||
Transferred to held for sale | (0.7) | ||
Interest expense related to lease liabilities | 21.7 | ||
Repayment of lease liabilities | (110.9) | ||
At 31 December 2024 | 393.1 | ||
Right of use assets | |||
Net book value | |||
At 1 January 2023 | 249.5 | 26.5 | 276.0 |
Exchange movements | 10.3 | 0.8 | 11.1 |
Additions | 121.2 | 35.0 | 156.2 |
Disposals | (2.8) | (0.9) | (3.7) |
Reclassifications | - | 11.5 | 11.5 |
Depreciation of right of use assets | (61.4) | (33.8) | (95.2) |
At 31 December 2023 | 316.8 | 39.1 | 355.9 |
Lease liabilities | |||
At 1 January 2023 | 342.9 | ||
Exchange movements | 10.3 | ||
Additions | 147.6 | ||
Disposals | (5.4) | ||
Interest expense related to lease liabilities | 18.7 | ||
Repayment of lease liabilities | (113.3) | ||
At 31 December 2023 | 400.8 |
Included in the lease liabilities balance is $18.6m (2023: $17.7m) which would have been classified as finance lease liabilities pre-IFRS
16. These liabilities are included in the net debt before leases balance for the purpose of calculating the Group’s covenant ratio of
net debt to Adjusted EBITDA (see note 20(d)).
A maturity analysis of the Group’s total lease liability is shown below:
2024 | 2023 | |
$m | $m | |
Current lease liability | 84.8 | 83.4 |
Non-current lease liability | 308.3 | 317.4 |
Total lease liability | 393.1 | 400.8 |
The following table shows the breakdown of lease expense between amounts charged to operating pro
fit, amounts charged to
finance costs and payments recognised in the cash flow statement.
$m | $m | |
Depreciation charge for right of use assets | ||
Property | 63.1 | 61.4 |
Plant and equipment | 27.4 | 33.8 |
Charged to operating profit | 90.5 | 95.2 |
Interest expense related to lease liabilities | 21.7 | 18.7 |
Charge to profit/(loss) be fore taxation | 112.2 | 113.9 |
Payment of lease liabilities | 110.9 | 113.3 |
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Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
195
Investment in joint ventures and other investments
The Group operates a number of joint ventures companies, the most signi
ficant o
f which are its turbine JV’s, EthosEnergy Group
Limited and RWG (Repair & Overhauls) Limited. The Group completed the disposal of its interest in EthosEnergy Group Limited in
December 2024. The Group considers these to be joint arrangements on the basis that two or more parties have joint control, which
is defined as the contractually agreed sharing o
f control and exists only when decisions about the relevant activities of the joint
arrangement require the unanimous consent of the parties sharing control. The Group has a 50% shareholding in RWG, a provider
of repair and overhaul services to the oil and gas, power generation and marine propulsion industries. RWG is based in Aberdeen,
Scotland.
The assets, liabilities, income and expenses of RWG are shown below. With respect to EthosEnergy, only the income and expenses
are shown as the Group’s interest in the joint venture was disposed of in December 2024. The Group announced in July 2025 that it
had reached an agreement with Siemens to sell its 50% interest in RWG (refer to note 38).
The financial in
formation below represents 100% of the result and has been extracted from the management accounts for these
entities.
EthosEnergy (100%) |
RWG (100%) |
|||
2024 |
2023 |
2024 |
2023 |
|
$m |
$m |
$m |
$m |
|
Non-current assets |
- |
145.7 |
57.6 |
58.7 |
Current assets |
- |
534.7 |
181.9 |
160.8 |
Current liabilities |
- |
(353.8) |
(90.6) |
(78.5) |
Non-current liabilities |
- |
(65.7) |
(1.1) |
(2.7) |
Net assets |
- |
260.9 |
147.8 |
138.3 |
Wood Group share |
- |
133.1 |
73.9 |
69.2 |
Accumulated impairments and other adjustments |
- |
(65.9) |
- |
- |
Wood Group investment |
- |
67.2 |
73.9 |
69.2 |
Revenue |
930.8 |
861.0 |
306.3 |
253.4 |
Cost of sales |
(781.2) |
(726.2) |
(225.2) |
(181.6) |
Administrative expenses |
(96.7) |
(86.9) |
(38.1) |
(31.1) |
Exceptional items |
(15.3) |
- |
- |
- |
Operating profit |
37.6 |
47.9 |
43.0 |
40.7 |
Finance expense |
(14.0) |
(11.7) |
(1.2) |
(1.0) |
Profit be fore tax |
23.6 |
36.2 |
41.8 |
39.7 |
Tax |
(9.2) |
(5.9) |
(11.5) |
(7.1) |
Post-tax profit from joint ventures |
14.4 |
30.3 |
30.3 |
32.6 |
Wood Group share |
7.4 |
15.5 |
15.2 |
16.3 |
Cash and cash equivalents amounted to $5.8m (2023: $3.2m) for RWG.
Depreciation amounted to $19.7m (2023: $17.0m) and $5.1m (2023: $4.6m) for EthosEnergy and RWG respectively.
Amortisation amounted to $1.5m (2023: $1.0m) and $1.4m (2023: $1.9m) for EthosEnergy and RWG respectively.
RWG had net cash at 31 December 2024 of $5.8m (2023: net debt $0.5m).
The Group received dividends of $nil (2023: $0.9m) and $9.6m (2023: $8.1m) from EthosEnergy and RWG respectively.
The aggregate carrying amount of the Group’s other equity accounted joint ventures, which individually are not material, amounted
to $39.9m at 31 December 2024 (2023: $41.7m).
John Wood Group PLC
Annual Report and Financial Statements 2024
196
Notes to the financial statements
continued
13
Investment in joint ventures and other investments
(continued)
The Group’s share of its joint venture income and expenses is shown below.
2024 | 2023 | |
$m | $m | |
Revenue | 788.0 | 733.5 |
Cost of sales | (653.1) | (602.5) |
Administrative expenses | (80.6) | (71.9) |
Operating profit | 54.3 | 59.1 |
Net finance expense | (7.5) | (6.5) |
Profit be fore tax | 46.8 | 52.6 |
Tax | (12.9) | (9.8) |
Share of post-tax pro fit from joint ventures | 33.9 | 42.8 |
The movement in investment in joint ventures is shown below:
2024 | 2023 | |
$m | $m | |
At 1 January | 178.1 | 156.5 |
Exchange movements on retranslation of net assets | (2.7) | 3.9 |
Share of pro fit a fter tax | 33.9 | 42.8 |
Dividends received | (21.0) | (15.6) |
Additions | - | 0.2 |
Disposals | (74.6) | (9.7) |
At 31 December | 113.7 | 178.1 |
The joint ventures have no significant contingent liabilities to which the Group is exposed, nor has the Group any significant
contingent liabilities in relation to its interest in the joint ventures other than those described in note 35.
A full list of subsidiary and joint venture entities is included in note 39.
Other investments of $50.0m (2023: $51.3m) relates to the US SERP de
fined contribution scheme re
ferred to in note 34. The SERP
invests in a mixture of equities, bonds and money market funds as part of a pension arrangement for US based employees. The
Inventories
2024 | 2023 | |
$m | $m | |
Materials | 6.8 | 7.8 |
Finished goods and goods for resale | 1.6 | 8.5 |
8.4 | 16.3 |
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Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
197
Trade and other receivables
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
Trade receivables |
583.3 |
792.1 |
Less: provision for impairment of trade receivables |
(80.3) |
(99.2) |
Trade receivables – net |
503.0 |
692.9 |
Gross amounts due from clients |
337.4 |
400.3 |
Prepayments |
73.5 |
84.2 |
Amounts due from joint ventures |
6.8 |
9.8 |
Asbestos related insurance recoveries |
3.4 |
5.6 |
Research and development credits |
30.7 |
25.2 |
VAT receivables |
84.7 |
64.1 |
Other receivables |
101.2 |
118.6 |
Trade and other receivables – current |
1,140.7 |
1,400.7 |
Long term receivables – asbestos related insurance recoveries |
21.7 |
23.2 |
Long term receivables – other |
57.4 |
160.0 |
Total receivables |
1,219.8 |
1,583.9 |
As at 31 December 2024, the Group had received $197.4m (2023: $198.2m) of cash relating to non-recourse
financing arrangements
which led to trade receivables being derecognised and a finance charge through the income statement on receipt o
f the cash.
At 31 December 2024, $82.6m (2023: $111.7m) had been received from clients in the normal course of business in relation to the
same amounts received from the factors. This $82.6m (2023: $111.7m) is due to be paid over to the factors and is included in trade
payables. The impact of both the cash received from the facility and the cash received from clients is included within cash generated
from operations.
Other receivables of $101.2m (2023: $118.6m) include retentions and other receivable balances which are considered for expected
credit losses as part of the Group’s accounting policies. This includes assessing the ageing pro
file o
f the receivable, counterparty risk
and historic experience of the recoverability of these assets.
Included within other long-term receivables of $57.4m (2023: $160.0m) are contract assets of $nil (2023: $96.7m) in relation to the
Aegis contract. The long term receivable has been written off in the year as described in note 2 and note 5.
The Group’s trade receivables balance is shown in the table below.
Trade |
Trade |
|||
receivables – |
Provision for |
receivables – |
||
Gross |
impairment |
Net |
Receivable |
|
31 December 2024 |
$m |
$m |
$m |
days |
Projects |
290.2 |
(58.5) |
231.7 |
38 |
Operations |
188.8 |
(10.2) |
178.6 |
40 |
Consulting |
77.6 |
(5.1) |
72.5 |
43 |
Investment Services |
26.7 |
(6.5) |
20.2 |
21 |
Total Group |
583.3 |
(80.3) |
503.0 |
39 |
Trade |
Trade |
|||
receivables – |
Provision for |
receivables – |
||
Gross |
impairment |
Net |
Receivable |
|
31 December 2023 (*restated) |
$m |
$m |
$m |
days |
Projects |
419.0 |
(63.8) |
355.2 |
169 |
Operations |
218.7 |
(4.7) |
214.0 |
49 |
Consulting |
96.2 |
(5.1) |
91.1 |
51 |
Investment Services |
58.2 |
(25.6) |
32.6 |
93 |
Total Group |
792.1 |
(99.2) |
692.9 |
85 |
Receivable days are calculated by allocating the closing trade receivables and gross amounts due from clients balances to current
revenue. A receivable days calculation of 39 indicates that closing trade receivables represent on average the most recent 39 days of
revenue. The receivable days calculation highlights an improvement from 85 days in 2023 to 39 days in 2024. The signi
ficant drivers
of the improvement include the exceptional charge recorded in respect of Aegis. The improvement in closing DSO in Projects was 131
days. The Total Group Receivable days reflects all Group activity including Aegis.
John Wood Group PLC
Annual Report and Financial Statements 2024
198
Notes to the financial statements
continued
15
Trade and other receivables
(continued)
The ageing of the provision for impairment of trade receivables is as follows. The current balance is based on current payment
terms of 30 to 60 days.
Trade receivables gross |
Provision for impairment |
|||
2024 |
2023 |
2024 |
2023 |
|
$m |
$m |
$m |
$m |
|
Current |
358.3 |
492.9 |
1.4 |
0.6 |
Up to 3 months overdue |
95.8 |
149.0 |
5.1 |
0.2 |
Over 3 months overdue |
129.2 |
150.2 |
73.8 |
98.4 |
583.3 |
792.1 |
80.3 |
99.2 |
|
The movement on the provision for impairment of trade receivables is as follows:
Investment |
|||||
Projects |
Operations |
Consulting |
Services |
Total |
|
2024 |
$m |
$m |
$m |
$m |
$m |
At 1 January |
63.8 |
4.7 |
5.1 |
25.6 |
99.2 |
Exchange movements |
(2.8) |
(0.4) |
- |
(0.1) |
(3.3) |
Disposed during year |
- |
- |
(0.5) |
- |
(0.5) |
Reclassed during year |
6.7 |
1.5 |
(1.0) |
(6.6) |
0.6 |
Provided during year |
27.4 |
10.0 |
4.5 |
5.6 |
47.5 |
Utilised during year |
(34.1) |
(1.2) |
- |
(3.5) |
(38.8) |
Released during year |
(2.5) |
(4.4) |
(3.0) |
(14.5) |
(24.4) |
At 31 December |
58.5 |
10.2 |
5.1 |
6.5 |
80.3 |
2023 (*restated) |
|||||
At 1 January |
40.4 |
5.3 |
3.8 |
15.5 |
65.0 |
Exchange movements |
1.1 |
(0.1) |
0.1 |
0.1 |
1.2 |
Reclassed during year |
(0.1) |
- |
1.7 |
- |
1.6 |
Provided during year |
22.7 |
1.5 |
0.4 |
18.2 |
42.8 |
Utilised during year |
(0.3) |
(0.6) |
- |
(6.8) |
(7.7) |
Released during year |
- |
(1.4) |
(0.9) |
(1.4) |
(3.7) |
At 31 December |
63.8 |
4.7 |
5.1 |
25.6 |
99.2 |
The total expected credit loss in 2024 was $23.1m (2023: $39.1m (restated*)). The 2023 exceptional charge of $20.4m relates to an
expected credit loss within the EPC LSTK portfolio.
Included within gross trade receivables of $583.3m above (2023: $792.1m) and gross amounts due from clients of $337.4m (2023:
$400.3m) are contract assets of $224.9m (2023: $299.2m) which were past due. These relate to clients for whom there is no recent
history or expectation of default. The gross amounts due from clients of $337.4m (2023: $400.3m) includes provisions of $15.4m
(2023: $38.9m).
2024 |
2023 |
|
$m |
$m |
|
Derivative financial instruments (note 20) |
4.0 |
9.2 |
4.0 |
9.2 |
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
199
Cash and cash equivalents
2024 |
2023 |
|
$m |
$m |
|
Cash at bank and in hand |
353.0 |
356.2 |
Short-term bank deposits |
48.6 |
28.4 |
Restricted cash |
56.5 |
49.4 |
458.1 |
434.0 |
Cash at bank and in hand at 31 December 2024 includes $84.5m (2023: $127.7m) that is part of the Group’s cash pooling
arrangements and both cash and borrowings are grossed up by this amount in the financial statements.
The effective interest rate on short-term deposits at 31 December 2024 was 7.43% (2023: 6.65%) and these deposits have no
maturity date.
Central Bank approval in order to repatriate cash from a subsidiary via dividends or intercompany loans. A further $nil (2023:
$9.3m) of cash is held in jurisdictions where there is insuf
ficient liquidity in the local market to allow
for immediate repatriation. The
prior year balance of $9.3m was repatriated in full across the course of 2024. The remaining $nil (2023: $2.0m) relates to balances
held within Russia that are impacted by the sanctions associated with Russia’s invasion of Ukraine, and $4.2m of cash held in
accounts that is restricted by clients. Management considers it appropriate to include the restricted cash balance in the Group’s net
debt figure on the basis that it meets the definition o
Trade and other payables
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
Trade payables |
536.7 |
639.7 |
Gross amounts due to clients |
264.1 |
105.9 |
Other tax and social security payable |
67.7 |
57.2 |
Accruals |
446.0 |
541.2 |
Derivative financial instruments |
3.9 |
3.4 |
Amounts due to joint ventures |
12.5 |
12.1 |
Asbestos related payables |
48.3 |
50.4 |
Payroll related accruals |
155.2 |
202.3 |
Other payables |
119.8 |
81.3 |
1,654.2 |
1,693.5 |
Trade payables includes $82.6m (2023: $111.7m) relating to cash received from clients which is due to be paid over to the bank as it
has to be paid over under the Group’s factoring arrangements.
Gross amounts due to clients included above represent payments on account received in excess of amounts due from clients on
fixed price contracts.
Accruals includes amounts due to suppliers and sub-contractors that have not yet been invoiced, unpaid wages, salaries and
bonuses.
Other payables includes project related and other liabilities. At 31 December 2023 there was one remaining payment in relation to
the investigation of $35.6m which was paid in January 2024.
John Wood Group PLC
Annual Report and Financial Statements 2024
200
Notes to the financial statements
continued
Borrowings
2024 |
2023 |
|
$m |
$m |
|
Bank loans and overdrafts due within one year or on demand |
||
Unsecured |
875.8 |
225.7 |
Senior loan notes |
||
Unsecured |
262.8 |
89.6 |
Total current borrowings |
1,138.6 |
315.3 |
Non-current bank loans |
||
Unsecured |
- |
549.3 |
Senior loan notes |
||
Unsecured |
- |
262.9 |
Total non-current borrowings |
- |
812.2 |
Borrowings of $84.5m (2023: $127.7m) that are part of the Group’s cash pooling arrangements, and are netted against cash for
internal reporting purposes, are grossed up in the short-term borrowings figure above.
Bank overdrafts are denominated in a number of currencies and bear interest based on the Bank of England base rate or the
relevant foreign currency equivalent plus a 1.15% margin rate.
The Group had total facilities of $1,787.6m (2023: $1,901.9m) as at 31 December 2024, which comprises of a $200.0m (2023:
$200.0m) term loan maturing in October 2026, $1,200.0m (2023: $1,200.0m) of Revolving Credit Facility (‘RCF’) maturing in
October 2026, $262.8m (2023: $352.5m) of senior loan notes in the US private placement market with varying maturities and
$124.8m (2023: $149.4m) of other banking facilities.
Of the non-current borrowings of $nil (2023: $812.2m), $nil (2023: $366.5m) is denominated in sterling, $nil (2023: $nil) is
denominated in euros and the balance in US dollars. The breakdown of current borrowings is shown in the table below.
As noted in the Basis of Preparation, based on the latest forecasts approved by the directors, the Group expect to pass the
financial
covenant requirements during the forecast period, including in the severe but plausible downside scenario. Under existing IAS 1
requirements, companies classify a liability as current when they do not have the unconditional right to defer settlement for at
least 12 months after the reporting date. The IASB has removed the requirement for a right to be unconditional and instead now
requires that a right to defer settlement must exist at the reporting date and have substance. All non-current borrowings have been
classified as current due to historical breaches o
f information and
financial covenants due to the presence o
f material prior year
adjustments. These breaches have been remedied post year end through covenant waivers of all historical covenants.
The Group’s principal borrowing facilities at 31 December 2024 are set out in the table below.
Drawn at 31 |
Undrawn at 31 |
|||
Total available |
December 2024 |
December 2024 |
||
Facility |
$m |
$m |
$m |
Repayable |
Term loan |
200.0 |
200.0 |
- |
October 2026 |
Revolving credit facility |
1,200.0 |
556.4 |
643.6 |
October 2026 |
Senior loan notes |
262.8 |
262.8 |
- |
Various dates |
Other facilities |
124.8 |
32.2 |
92.6 |
Various dates |
Accrued interest |
- |
7.7 |
(7.7) |
N/A |
Unamortised fees |
- |
(5.0) |
5.0 |
N/A |
1,787.6 |
1,054.1 |
733.5 |
The above table excludes borrowings of $84.5m that are part of the Group’s cash pooling arrangements and are offset by
equivalent cash balances.
Strategic report
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
201
18
Borrowings
(continued)
The Group’s principal borrowing facilities at 31 December 2023 are set out in the table below.
Drawn at 31 | Undrawn at 31 | |||
Total available | December 2023 | December 2023 | ||
Facility | $m | $m | $m | Repayable |
Term loan | 200.0 | 200.0 | - | October 2026 |
Revolving credit facility | 1,200.0 | 356.9 | 843.1 | October 2026 |
Senior loan notes | 352.5 | 352.5 | - | Various dates |
Other facilities | 149.4 | 89.6 | 59.8 | Various dates |
Accrued interest | - | 8.4 | (8.4) | N/A |
Unamortised fees | - | (7.6) | 7.6 | N/A |
1,901.9 | 999.8 | 902.1 |
The above table excludes borrowings of $127.7m that are part of the Group’s cash pooling arrangements and are offset by
equivalent cash balances.
The Group has $262.8m (2023: $352.5m) of unsecured senior loan notes issued in the US private placement market. The notes
mature at varying dates between 2026 and 2031 as shown in the table below. Interest is payable at an average rate of 4.56% (2023:
4.58%).
2024 | 2023 | |
Repayable | $m | $m |
July 2024 | - | 11.5 |
August 2024 | - | 55.1 |
November 2024 | - | 23.0 |
July 2026 | 57.8 | 57.9 |
August 2026 | 58.8 | 58.8 |
February 2027 | 18.4 | 18.4 |
February 2029 | 46.0 | 46.0 |
July 2029 | 59.5 | 59.5 |
July 2031 | 22.3 | 22.3 |
262.8 | 352.5 |
The effective interest rates on the Group’s bank loans and overdrafts at the balance sheet date were as follows:
2024 | 2023 | |
% | % | |
US dollar | 6.13 | 7.07 |
Sterling | 6.19 | 6.67 |
Euro | 4.42 | 4.95 |
The carrying amounts of the Group’s borrowings, including those held within pooling arrangements, are denominated in the
following currencies:
2024 | 2023 | |
$m | $m | |
US Dollar | 758.4 | 658.7 |
Sterling | 247.5 | 371.8 |
Euro | 104.9 | 67.0 |
Other | 27.8 | 30.0 |
1,138.6 | 1,127.5 |
The Group is required to issue tender bonds, performance bonds, retention bonds, advance payment bonds and standby letters of
credit to certain clients. Management have assessed that the possibility of these being triggered is remote. At 31 December 2024,
the Group’s bank facilities relating to the issue of bonds, guarantees and letters of credit amounted to $859.1m (2023: $1,230.9m).
At 31 December 2024, these facilities were 67% utilised (2023: 58%). From 14 February 2025, no new issuances have been permitted,
and renewals of other bonds have been considered on a case by case basis by the banks, with some being supported by cash
collateral, which has placed further pressure on the Group’s liquidity.
John Wood Group PLC
Annual Report and Financial Statements 2024
202
Notes to the financial statements
continued
18
Borrowings
(continued)
Borrowing facilities
The Group has the following undrawn borrowing facilities available at 31 December:
2024 | 2023 | |
$m | $m | |
Expiring within one year | 87.6 | 59.8 |
Expiring between one and two years | 640.9 | - |
Expiring between two and five years | - | 842.3 |
728.5 | 902.1 |
All undrawn borrowing facilities are
floating rate
facilities. The facilities expiring within one year are annual facilities subject to
review at various dates during 2025. As noted previously, the Group has breached information and
financial covenants due to the
presence of material prior year adjustments and these have been remedied post year end through covenant waivers of all historical
periods.
A reconciliation of movements of borrowings and lease liabilities to cash
flows arising
from
financing activities is presented in the
table below.
Short term | Long term | Lease | ||
borrowings | borrowings | liabilities | Total | |
$m | $m | $m | $m | |
Balance 1 January 2024 | 315.3 | 812.2 | 400.8 | 1,528.3 |
Changes from financing cash flows | ||||
Repayments of short-term borrowings | (185.4) | - | - | (185.4) |
Proceeds from long-term borrowings | - | 189.7 | - | 189.7 |
Payment of lease liabilities (note 12) | - | - | (110.9) | (110.9) |
Total changes from financing activities | (185.4) | 189.7 | (110.9) | (106.6) |
Effects of changes in foreign exchange rates (note 31) | (2.4) | 9.7 | (11.8) | (4.5) |
Other changes | ||||
New leases (note 12) | - | - | 94.0 | 94.0 |
Reclassification to held for sale | (2.4) | - | (0.7) | (3.1) |
Interest expense | - | 114.6 | 21.7 | 136.3 |
Interest paid | - | (114.6) | - | (114.6) |
Other movements | (0.7) | 2.6 | - | 1.9 |
Reclassification | 1,014.2 | (1,014.2) | - | - |
Total liability other changes | 1,011.1 | (1,011.6) | 115.0 | 114.5 |
Balance at 31 December 2024 | 1,138.6 | - | 393.1 | 1,531.7 |
Short term | Long term | Lease | ||
borrowings | borrowings | liabilities | Total | |
$m | $m | $m | $m | |
Balance 1 January 2023 | 345.9 | 584.0 | 342.9 | 1,272.8 |
Changes from financing cash flows | ||||
Repayment of long-term borrowings | - | (200.0) | - | (200.0) |
Repayment of short-term borrowings | (133.5) | - | - | (133.5) |
Proceeds from short-term borrowings | - | 515.0 | - | 515.0 |
Payment of lease liabilities (note 12) | - | - | (113.3) | (113.3) |
Total changes from financing activities | (133.5) | 315.0 | (113.3) | 68.2 |
Effects of changes in foreign exchange rates (note 31) | 17.1 | 0.4 | 10.3 | 27.8 |
Other changes | ||||
New leases (note 12) | - | - | 142.2 | 142.2 |
Reclassification o f senior loan notes | 89.6 | (89.6) | - | - |
Interest expense | - | 81.7 | 18.7 | 100.4 |
Interest paid | - | (81.7) | - | (81.7) |
Other movements | (3.8) | 2.4 | - | (1.4) |
Total liability other changes | 85.8 | (87.2) | 160.9 | 159.5 |
Balance at 31 December 2023 | 315.3 | 812.2 | 400.8 | 1,528.3 |
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
203
Other non-current liabilities
2024 | 2023 | |
$m | (restated*) | |
$m | ||
Other payables | 232.5 | 77.4 |
232.5 | 77.4 |
Other payables mainly relates to the Aegis Poland contract of $165.0m, which is described in more detail in note 2 and 5. The
remaining balance principally relates to $50.0m (2023: $51.3m) relating to the US SERP pension arrangement referred to in note
Financial instruments
The Group’s activities give rise to a variety of
financial risks: market risk (including
foreign exchange risk and cash
flow interest rate
risk), credit risk and liquidity risk. The Group’s overall risk management strategy is to hedge exposures wherever practicable in order
to minimise any potential adverse impact on the Group’s financial per
formance.
Risk management is carried out by the Group Treasury department in line with the Group’s Treasury policies. Group Treasury, together
with the Group’s business units identify, evaluate and where appropriate, hedge
financial risks. The Group’s Treasury policies cover
specific areas, such as
foreign exchange risk, interest rate risk, use of derivative
financial instruments and investment o
f excess cash.
Where the Board considers that a material element of the Group’s pro
fits and net assets are exposed to a country in which there is
significant geo-political uncertainty a strategy is agreed to ensure that the risk is minimised.
Market risk
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from various currencies. The Group has subsidiary companies whose revenue
and expenses are denominated in currencies other than the US dollar. Where possible, the Group’s policy is to eliminate all
significant currency exposures at the time o
f the transaction by using
financial instruments such as
forward currency contracts.
Changes in the forward contract fair values are booked through the income statement, except where hedge accounting is used in
which case the change in fair value is recorded in equity.
Hedging of foreign currency exchange risk – cash
flow hedges
The notional contract amount, carrying amount and fair values of forward contracts and currency swaps designated as cash
flow
hedges at the balance sheet date are shown in the table below.
2024 | 2023 | 2024 | 2023 | |
Notional contract | Notional contract | Carrying amount | Carrying amount | |
amount | amount | and fair value | and fair value | |
$m | $m | $m | $m | |
Financial assets | 19.0 | 136.1 | 0.4 | 2.1 |
Trade and other payables | (15.8) | (42.1) | (0.3) | (0.9) |
A net foreign exchange loss of $1.7m (2023: gain $3.8m) was recognised in the hedging reserve as a result of fair value movements
on forward contracts and currency swaps designated as cash
flow hedges.
Hedging of foreign currency exchange risk – fair value through income statement
The notional contract amount, carrying amount and fair value of all other forward contracts and currency swaps at the balance
sheet date are shown in the table below.
2024 | 2023 | 2024 | 2023 | |
Notional contract | Notional contract | Carrying amount | Carrying amount | |
amount | amount | and fair value | and fair value | |
$m | $m | $m | $m | |
Financial assets | 574.4 | 930.1 | 3.6 | 7.1 |
Trade and other payables | (587.8) | (443.4) | (3.6) | (2.5) |
The Group’s largest foreign exchange risk relates to movements in the sterling/US dollar exchange rate. Movements in the sterling/
US dollar rate can impact the translation of sterling pro
fit earned in the UK and the translation o
f sterling denominated net assets. A
weakening of the pound has a negative impact on translation of UK companies’ pro
fits and net assets. Sterling denominated trading
profits in the UK are o
ffset by the Group’s corporate overhead and a 10% change in the sterling/dollar rate would result in a change
to Adjusted EBITDA of less than 1%. A 10% change in the sterling/dollar rate would impact net assets by less than 1%. 10% has been
used in these calculations as it represents a reasonable possible change in the sterling/US dollar exchange rate. The Group also has
John Wood Group PLC
Annual Report and Financial Statements 2024
204
Notes to the financial statements
continued
20
Financial instruments
(continued)
(ii)
Interest rate risk
The Group finances its operations through a mixture o
f retained pro
fits and debt. The Group borrows in the desired currencies at a
mixture of
fixed and floating rates o
f interest to manage the Group’s exposure to interest rate
fluctuations. At 31 December 2024,
22% (2023: 30%) of the Group’s borrowings were at
fixed rates. The Group is also exposed to interest rate risk on cash held on
deposit. The Group’s policy is to maximise the return on cash deposits where possible and deposit cash with a financial institution
with a credit rating of BBB+ or better.
If average interest rates had been 2% higher or lower during 2024 (2023: 2%), post-tax pro
fit
for the year would have been $12.4m
lower or higher respectively (2023: $10.3m). 2% has been used in this calculation as it represents a reasonable possible change in
interest rates.
(iii)
Price risk
The Group is exposed to significant price risk in relation to its financial instruments as an increase in interest rates would result in an
Credit risk
The Group’s credit risk primarily relates to its trade receivables. The Group assumes that the credit risk on a financial asset has
increased significantly i
f it is more than 6 months past due and considers a
financial asset to be in de
fault when the
financial asset
is more than 12 months past due. Responsibility for managing credit risk lies within the businesses with support being provided by
Group and divisional management where appropriate.
The credit risk associated with clients is considered as part of each tender review process and is addressed initially through contract
payment terms. Trade finance instruments such as letters o
f credit, bonds, guarantees and credit insurance are used to manage
credit risk where appropriate. Credit control practices are applied thereafter during the project execution phase. A right to interest
and suspension is normally sought in all contracts. There is significant management
focus on clients that are classi
fied as high risk in
the current challenging market although the Group had no material write offs in the year.
The Group’s major clients are typically large companies which have strong credit ratings assigned by international credit rating
agencies. Where a client does not have suf
ficiently strong credit ratings, alternative
forms of security such as the trade
finance
instruments referred to above may be obtained.
The Group uses the simplified provision matrix when calculating expected credit losses on financial assets. The provision matrix
is based on historical default rates and is adjusted for forward looking estimates. The historical default rate is determined by
comparing actual contract write offs against revenue recognised over each of the prior
five years. The average write o
ff over
the historical period can be applied to current year revenue. The forward-looking assessment also considers post-year end cash
collection, country risk scoring, client disputes and specific financial uncertainties.
Management review trade receivables based on receivable days calculations to assess performance. A table showing trade
receivables and receivable days is provided in note 15. Receivable days calculations are not provided on non-trade receivables as
management do not believe that this information is a relevant metric.
The maximum credit risk exposure on cash and cash equivalents and bank deposits (more than three months) at 31 December 2024
was $458.1m (2023: $434.0m). The Group treasury department monitors counterparty exposure on a global basis to avoid any over
exposure to any one counterparty. The Group’s policy is to deposit cash at institutions with a credit rating of at least BBB+, however
there are jurisdictions in which the Group operate where there are no such rated institutions available. In these cases the Group may
Liquidity risk
The Group’s policy is to ensure the availability of an appropriate amount of funding to meet both current and future forecast
requirements consistent with the Group’s budget and strategic plans. As highlighted in note 1, the Group has disclosed some
material uncertainties in relation to the Group’s ability to continue as a going concern.
The Group’s liquidity has been negatively impacted during 2025 as a result of uncommitted facilities being removed by the
banks. The Group is currently being closely monitored by the banking syndicate with rolling 13 week cash forecasts and minimum
liquidity cash requirements. Per note 1, the Group has disclosed that its minimum liquidity through 2025 as $84m in October 2025,
highlighting the importance of the Sidara Interim Funding. The new facility will be committed for 3 years.
The Group also had access to bonding lines advanced by the banks as disclosed in note 18. From 14th February 2025, no new
issuances have been permitted, and renewals of other bonds have been considered on a case by case basis by the banks, with some
being supported by cash collateral, which has placed further pressure on the Group’s liquidity. Following the Sidara announcement,
a $60m interim facility is in place and upon shareholder approval of the deal, new additional facilities will be put in place which will
be suf
ficient
for the Group’s needs. Refer to the basis of preparation disclosure on going concern for further details on the banking
facilities. As disclosed in the Group’s going concern disclosure, there can be no certainty that the shareholders will accept the terms
of the Sidara offer.
The 2024 average net debt (excluding leases) was $1,100.0m (2023: $846.4m). The cash balance and undrawn portion of the
Group’s committed banking facilities can
fluctuate throughout the year. Around the covenant remeasurement dates o
f 30 June and
31 December the Group’s net debt is typically lower than these averages due to a combination of factors including a strong focus
on collection of receipts from clients. Although revenue is typically weighted towards the second half of the year it is usually higher
in June than in December, which means the level of working capital required is typically higher at the end of June and net debt is
typically lower by the end of December.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
205
20
Financial instruments
(continued)
At 31 December 2024, 93% (2023: 72%) of the Group’s principal borrowing facilities (including senior loan notes) were due to mature
in more than one year. Based on the Group’s latest forecasts the Group has suf
ficient
funding in place to meet its future obligations.
The Group’s total bank facilities comprise of a $200.0m term loan maturing in October 2026 and a $1,200.0m revolving credit facility
which matures in October 2026. The revolving credit facility includes KPIs linked to growing revenues related to energy transition and
sustainable infrastructure and reducing scope 1 and 2 carbon emissions. The Group has $262.8m of unsecured senior loan notes issued
in the US private placement market. The notes mature in various tranches between July 2026 and 2031. As per note 18, all non-current
borrowings have been classified as current due to historical breaches o
f information and
financial covenants due to the presence
of material prior year adjustments. These breaches have been remedied post year end through covenant waivers of all historical
Capital risk
The current capital structure of the Group is unsustainable, with average net debt in the period of $1.1 billion, plus business-critical
uncommitted facilities. The focus throughout 2024, and into 2025, has been to ensure the Group’s liquidity, and thus any cash
received, for example through business disposals has been retained within the Group.
The ratio of net debt to Adjusted EBITDA at 31 December 2024 was 3.3 times (2023: 2.3 times (restated*)). This ratio is calculated
by dividing net debt before leases by Adjusted EBITDA on a frozen GAAP basis which excludes the impact of IFRS 16. The Adjusted
EBITDA also includes other covenant adjustments, including the add-back of share based charges and is adjusted for any EBITDA
generated by disposed businesses.
Interest cover is calculated by dividing Adjusted EBITA, by recurring net finance expense, which excludes discounting and IFRS 16 interest
and was 2.4 times for the year ended 31 December 2024 (2023: 4.0 times (restated*)). Adjusted EBITA also includes other covenant
adjustments as described above for EBITDA. The interest cover covenant failed in 2024 due to material prior year adjustments which
affected Adjusted EBITA. During 2025, the Group secured post year covenant waivers to remedy all historic breaches of covenants.
Gearing is calculated by dividing net debt, excluding the impact of IFRS 16, by equity attributable to owners of the parent. Gearing
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period
from the
balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash
flows which are not usually closed out be
fore contractual maturity.
Less than |
Between |
Between |
Over 5 |
|
1 year |
1 and 2 years |
2 and 5 years |
years |
|
At 31 December 2024 |
$m |
$m |
$m |
$m |
Borrowings |
1,207.7 |
- |
- |
- |
Trade and other payables |
1,586.1 |
- |
- |
- |
Lease liabilities |
110.3 |
76.7 |
133.8 |
194.7 |
Other non-current liabilities |
182.5 |
50.0 |
||
At 31 December 2023 (restated*) |
||||
Borrowings |
365.2 |
55.6 |
855.9 |
24.0 |
Trade and other payables |
1,636.3 |
- |
- |
- |
Lease liabilities |
104.1 |
74.4 |
138.9 |
228.3 |
Other non-current liabilities |
- |
29.8 |
51.7 |
- |
As disclosed in note 18, the Group believe that the presence of prior year adjustments highlights that certain information and
financial
covenants have been breached which could trigger an event of default and therefore all bank borrowings have been treated as current
in 2024. These breaches have been remedied through covenant waivers secured in 2025 in respect of all historical periods.
financial assets and financial liabilities
The fair value of short-term borrowings, trade and other payables, trade and other receivables,
financial assets, short-term
deposits and cash at bank and in hand approximates to the carrying amount because of the short maturity of interest rates in
respect of these instruments.
The fair value of non-current bank borrowings as at 31 December 2024 was $759.5m (book value $759.1m) (2023: $256.0m, book
value $242.9m). The fair value of the US Private Placement debt at 31 December 2024 was $263.1m (book value $262.8m) (2023:
$360.3m, book value $352.5m).
Fair values (excluding the fair value of assets and liabilities classi
fied as held
for sale) are determined using observable market prices
(level 2 as defined by IFRS 13 ‘Fair Value Measurement’) as
follows:
•
The fair value of forward foreign exchange contracts is estimated by discounting the difference between the contractual forward
price and the current forward price for the residual maturity of the contract using a risk-free interest rate.
•
The fair value of interest rate swaps is estimated by discounting estimated future cash
flows based on the terms and maturity o
f
each contract and using market rates.
John Wood Group PLC
Annual Report and Financial Statements 2024
206
Notes to the financial statements
continued
20
Financial instruments
(continued)
All derivative fair values are veri
fied by comparison to valuations provided by the derivative counterparty banks.
The Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the
lowest level input that is significant to the
fair value measurement as a whole) at the end of each reporting period. During the year
Asbestos related litigation
2024 |
$m |
At 1 January 2024 |
306.5 |
Reclassifications |
(0.1) |
Utilised |
(42.0) |
Charge to income statement |
41.8 |
Release of provisions |
- |
Exchange movements |
(0.5) |
At 31 December 2024 |
305.7 |
Presented as |
|
Current |
- |
Non-current |
305.7 |
2023 |
$m |
At 1 January 2023 |
311.4 |
Reclassifications |
9.5 |
Utilised |
(58.4) |
Charge to income statement |
45.1 |
Release of provisions |
(2.6) |
Exchange movements |
1.5 |
At 31 December 2023 |
306.5 |
Presented as |
|
Current |
- |
Non-current |
306.5 |
The Group assumed the majority of its asbestos-related liabilities when it acquired Amec Foster Wheeler in October 2017. Whilst
some of the asbestos claims have been and are expected to be made in the United Kingdom, the overwhelming majority have been
and are expected to be made in the United States.
Some of Amec Foster Wheeler’s US subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal
claims pending. Plaintiffs claim damages for personal injury alleged to have arisen from exposure to, or use of, asbestos in
connection with work allegedly performed during the 1970s and earlier.
The number and cost of current and future asbestos claims in the US could be substantially higher than estimated and the timing
of payment of claims could be sooner than estimated, which could adversely affect the Group’s
financial position, its results and its
cash flows.
The Group expects these subsidiaries to be named as defendants in similar suits and that new claims will be
filed in the
future.
For the purposes of these
financial statements, management have estimated the indemnity and de
fence costs to be incurred in
resolving pending and forecasted claims through to 2050. Although we believe that these estimates are reasonable, the actual
number of future claims brought against these subsidiaries and the cost of resolving these claims could be higher.
Some of the factors that may result in the costs of asbestos claims being higher than the current estimates include:
•
an increase in the rate at which new claims are filed and an increase in the number o
f new claimants;
•
increases in legal fees or other defence costs associated with asbestos claims; and
•
increases in indemnity payments, decreases in the proportion of claims dismissed with zero payment and payments being
required to be made sooner than expected.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
207
21
Asbestos related litigation
(continued)
The Group has worked with its advisors with respect to projecting asbestos liabilities and to estimate the amount of asbestos-
related indemnity and defence costs at each year-end through to 2050. Each year the Group records its estimated asbestos liability
at a level consistent with the advisors’ reasonable best estimate. The Group’s advisors perform a quarterly and annual review of
asbestos indemnity payments, defence costs and claims activity and compare them to the forecast prepared at the previous year-
end. Based on its review, they may recommend that the assumptions used to estimate future asbestos liabilities are updated, as
appropriate.
The total liability recorded in the Group’s balance sheet at 31 December 2024 is based on estimated indemnity and defence costs
expected to be incurred to 2050. Management believe that any new claims filed a
fter 2050 will be minimal.
Asbestos related liabilities and assets recognised on the Group’s balance sheet are as follows:
| 2024 | 2023 | |||||
US | UK | Total | US | UK | Total | |
$m | $m | $m | $m | $m | $m | |
Asbestos related provision | ||||||
Gross provision | 419.7 | 29.4 | 449.1 | 409.5 | 31.1 | 440.6 |
Effect of discounting | (93.1) | - | (93.1) | (83.8) | - | (83.8) |
Net provision | 326.6 | 29.4 | 356.0 | 325.7 | 31.1 | 356.8 |
Insurance recoveries | ||||||
Gross recoveries | - | (27.1) | (27.1) | - | (28.7) | (28.7) |
Effect of discounting | - | - | - | - | - | - |
Net recoveries | - | (27.1) | (27.1) | - | (28.7) | (28.7) |
Net asbestos related liabilities | 326.6 | 2.3 | 328.9 | 325.7 | 2.4 | 328.1 |
Presented in financial statements as follows: | ||||||
Provisions – non-current | 305.7 | 306.5 | ||||
Trade and other payables | 48.3 | 50.4 | ||||
Trade and other receivables | (3.4) | (5.6) | ||||
Long term receivables | (21.7) | (23.2) | ||||
328.9 | 328.1 | |||||
The gross US asbestos related provision of $419.7m (2023: $409.5m) includes $28.5m (2023: $23.3m) relating to agreed settlements
which have not been paid at 31 December 2024. The remaining $391.2m (2023: $386.2m) represents the gross US asbestos related
provision which is discounted to a net present value of $298.1m (2023: $302.4m).
The 2024 charge of $41.8m included a risk adjustment of $38.1m to re
flect that over the historical 10 year period actual spend
exceeded forecast settlement spend. Given that the asbestos actuarial estimate is based on long term forecasting of spend based
on data such as number of open claims, forecast future claims and average cost per claim, the Group estimated a risk adjustment
by grossing up the US asbestos provision to reflect the adverse variance between actual and
forecast settlement spend.
A net interest charge of $11.1m (2023: $11.1m) representing the unwinding of the discount over time and a yield curve credit of
$8.4m (2023: $0.2m) are included within exceptional items since the movements in the provision are non-trading, can be large and
are driven by market conditions which are out with the Group’s control.
There were no future plan adjustments in 2024, however an additional $34.2m was charged to the income statement in 2023,
reflecting
future actuarial adjustments in the overall plan estimates. The increase to the estimates are driven by a higher number of
filings compared to the underlying actuarial model, an increased number o
f settlements at higher settlement values and updated
future in
flation rates. A
further credit or income of $10.0m was also recorded to the income statement in 2023 as a result of
collecting insurance proceeds from an insolvent insurer, not previously recognised.
A summary of the Group’s US asbestos claim activity is shown in the table below:
2024 | 2023 | |
Number of open claims | Number | Number |
At 1 January | 53,970 | 57,200 |
New claims | 2,330 | 2,410 |
Claims resolved | (6,770) | (5,640) |
At 31 December | 49,530 | 53,970 |
Claims not valued in liability | (33,650) | (38,900) |
Open claims valued in liability at 31 December | 15,880 | 15,070 |
John Wood Group PLC
Annual Report and Financial Statements 2024
208
Notes to the financial statements
continued
21
Asbestos related litigation
(continued)
Claims not valued in the liability include claims on certain inactive court dockets, claims over six years old that are considered
abandoned and certain other items.
Based on 2024 activity, the Group’s current forecast liabilities have been adjusted for payments made in 2024 of $42.0m and to
reflect the impact o
f discounting.
In 2024, the liability for asbestos indemnity and defence costs to 2050 was calculated at a gross nominal amount of $437.3m
(present value $356.0m), which brought the liability to a level consistent with our advisor’s reasonable best estimate. The total
asbestos-related liabilities are comprised of estimates for liabilities relating to open (outstanding) claims being valued and the
liability for future unasserted claims to 2050.
The estimate takes account of the following information and/or assumptions:
• number of open claims;
• forecasted number of future claims; and
•
estimated average cost per claim by disease type – mesothelioma, lung cancer and non-malignancies.
The total estimated liability, which has been discounted for the time value of money, includes both the estimate of forecasted
indemnity amounts and forecasted defence costs. Total defence costs and indemnity liability payments are estimated to be
incurred through to 2050. The Group believes that it is likely that there will be some claims filed a
fter 2050, however these are
projected to be minimal.
In the last 5 years from 2020 to 2024, the US average combined indemnity and defence cost per resolved claim has been
approximately $9k. The average cost per resolved claim is increasing and management believe it will continue to increase in the
future as the Group continues to resolve the current and estimated future claims inventory. A sensitivity analysis on average
indemnity settlement and defence costs is included in the table below.
Asbestos related receivables represent management’s best estimate of insurance recoveries relating to liabilities for pending and
estimated future asbestos claims through to 2050. The receivables are only recognised when it is virtually certain that the claim will
be paid.
The following table sets out the sensitivities associated with a change in certain estimates used in relation to the US asbestos-
related liabilities:
Impact on | Impact on | |
asbestos | asbestos | |
liabilities | liabilities | |
(range) | (range) | |
2024 | 2023 | |
Assumption | $m | $m |
25% change in average indemnity settlement amount | 50-60 | 50-60 |
25% change in forecasted number of new claims | 45-55 | 50-60 |
25% change in estimated defence costs | 35-45 | 40-50 |
In addition to the above, the impact on the income statement in the year is sensitive to changes in the blended yield curve rate used
to calculate the time value of money.
The Group has used a 26-year blended yield curve rate, based on US Treasury strip rates, to discount its asbestos liabilities. The rate
as at 31 December 2023 is 4.58% (2023: 3.64%). A change of 0.1% in the 26-year blended yield curve rate would give rise to a change
to the income statement charge/credit of approximately $1.4m.
The Group’s subsidiaries have been effective in managing the asbestos litigation, in part, because the Group has access to historical
project documents and other business records going back more than 50 years, allowing it to defend itself by determining if the
claimants were present at the location of the alleged asbestos exposure and, if so, the timing and extent of their presence. In
addition, the Group has identified and validated insurance policies issued since 1952 and has consistently and vigorously de
fended
claims that are without merit and settled meritorious claims for reasonable amounts.
The table below summarises the asbestos-related net cash impact for indemnity and defence costs and collection of insurance
proceeds:
2024 | 2023 | |
$m | $m | |
Asbestos litigation, defence and case resolution payments | 42.0 | 58.4 |
Insurance proceeds | (2.1) | (16.4) |
Net asbestos related payments | 39.9 | 42.0 |
The Group expects to have a net cash outflow o
f approximately $45m as a result of asbestos liability indemnity and defence
payments in excess of insurance proceeds during 2025. This estimate assumes no elections by the Group to fund additional
payments. The Group has discounted the expected future cash
flows with respect to the asbestos related liabilities using the
blended yield curve rates.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
209
22
Provisions
Litigation related | Project related | ||||
Insurance | Property | provisions | provisions | Total | |
2024 | $m | $m | $m | $m | $m |
At 1 January 2024 | 40.7 | 27.4 | 2.1 | 105.7 | 175.9 |
Reclassifications | (2.2) | - | 1.8 | (23.3) | (23.7) |
Utilised | - | (1.4) | (0.3) | (12.6) | (14.3) |
Charge to income statement | 14.8 | 2.2 | 24.3 | 47.4 | 88.7 |
Release of provisions | (21.5) | (5.4) | - | (11.1) | (38.0) |
Exchange movements | - | (0.3) | (0.3) | (0.7) | (1.3) |
At 31 December 2024 | 31.8 | 22.5 | 27.6 | 105.4 | 187.3 |
Presented as: | |||||
Current | - | 1.2 | 1.4 | 40.0 | 42.6 |
Non-current | 31.8 | 21.3 | 26.2 | 65.4 | 144.7 |
Litigation related | Project related | ||||
Insurance | Property | provisions | provisions | Total | |
2023 | $m | $m | $m | $m | $m |
At 1 January 2023 | 46.2 | 26.0 | 12.8 | 63.3 | 148.3 |
Prior year adjustments* | - | - | - | 14.0 | 14.0 |
Restated at 1 January 2023 | 46.2 | 26.0 | 12.8 | 77.3 | 162.3 |
Reclassifications* | 1.3 | - | - | 8.8 | 10.1 |
Utilised | - | (0.4) | (11.2) | (17.0) | (28.6) |
Charge to income statement* | 12.4 | 2.9 | 0.2 | 53.7 | 69.2 |
Release of provisions* | (19.2) | (1.7) | (0.2) | (18.4) | (39.5) |
Exchange movements* | - | 0.6 | 0.5 | 1.3 | 2.4 |
At 31 December 2023 | 40.7 | 27.4 | 2.1 | 105.7 | 175.9 |
Presented as: | |||||
Current* | - | 7.4 | - | 58.3 | 65.7 |
Non-current* | 40.7 | 20.0 | 2.1 | 47.4 | 110.2 |
*Refer to pages 171-172 for more information on the restatement.
Insurance provisions
The Group has liabilities in relation to its captive insurance companies of $31.8m (2023: $40.7m).
The Group currently has one captive insurance company, Garlan Insurance Limited, which is active and is registered in Guernsey
with tax domicile in the UK. The company provides insurance solely to other Group companies and does not provide any insurance to
third parties. The provisions recorded represent amounts payable to external parties in respect of claims, the value of which is based
on actuarial reports which assess the likelihood and value of these claims. These are reassessed annually, with movements in claim
reserves being recorded in the income statement.
Property provisions
Property provisions total $22.5m (2023: $27.4m). Property provisions mainly comprise of dilapidations relating to the cost of
restoring leased property back into its original, pre-let condition. The estimate of costs is the greatest area of uncertainty and the
timing of future cash out
flows is linked to the term dates o
f numerous individual leases.
John Wood Group PLC
Annual Report and Financial Statements 2024
210
Notes to the financial statements
continued
22
Provisions
(continued)
Litigation related provisions
The Group is party to litigation involving clients and sub-contractors arising from its contracting activities. Management has taken
internal and external legal advice in considering known or reasonably likely legal claims and actions by and against the Group.
Where a known or likely claim or action is identified, management care
fully assesses the likelihood of success of the claim or action.
A provision is recognised only in respect of those claims or actions where management consider it is probable that a cash out
flow
will be required.
Provision is made for management’s best estimate of the likely settlement costs and/or damages to be awarded for those
claims and actions that management considers are likely to be successful. Due to the inherent commercial, legal and technical
uncertainties in estimating project claims, the amounts ultimately paid or realised by the Group could differ from the amounts that
are recognised in the financial statements.
The 2024 charge includes a claim intimated against the Group in respect of alleged breaches of the Defective Premises Act (2022)
as amended by the regulations of the Building Safety regulations (2022). The Group is currently in active commercial discussions or
at the preliminary stage of legal proceedings with the presumptive claimant and it would therefore be prejudicial to provide further
disclosure in these financial statements. The Group’s position is assessed as the most likely outcome at this stage and reflects the
best estimate of the likely obligation, considering both the current legal position and the company’s expectation of the outcome,
as required under IAS 37. The risks and uncertainties surrounding this matter have also been taken into account, in line with IAS 37.
While the current provision reflects a balanced view o
f the probable outcome, there remains risk that the
final cost could be higher.
However, the Group does not believe that it is reasonably possible that the final outcome would be materially higher than the
amount provided. The Group have currently not provided for any additional legal costs and have not assumed any potential supply
chain recoveries and note our assessment of any supply chain liability would depend on the outcome of the claim. If unsuccessful
the Group believe that they may be able to recover some of the remediation costs, the quantum of which is uncertain, from
subcontractors or other third parties, however, any such recoveries are not deemed to be virtually certain and therefore no
contingent assets have been recognised at the balance sheet date.
Project related provisions
The Group has numerous provisions relating to the projects it undertakes for its clients. The value of these provisions relies on
specific judgements in areas such as the estimate o
f future costs or the outcome of disputes. These provisions primarily relate
to contracts that have become onerous or to warranty / indemnification obligations arising
from projects. These differ from
litigation related provisions, which generally relate to contracts which the Group is no longer delivering services on and is subject to
litigation proceedings. Whether or not each of these provisions will be required, the exact amount that will require to be paid and
the timing of any payment will depend on the actual outcomes. The balance is made up of a large number of provisions, which are
not individually material or significant. O
f the $105.4m provision recognised at year end, around $60m relates to matters with the
Group’s Projects segment, of which $20m relates to a position within Projects LSTK and EPC segment.
Certain of the jurisdictions in which the Group operates, in particular the US and the EU, have environmental laws under which
current and past owners or operators of property may be jointly and severally liable for the costs of removal or remediation of toxic
or hazardous substances on or under their property, regardless of whether such materials were released in violation of law and
whether the operator or owner knew of, or was responsible for, the presence of such substances. Largely as a consequence of the
acquisition of Amec Foster Wheeler, the Group currently owns and operates, or owned and operated, industrial facilities. It is likely
that, as a result of the Group’s current or former operations, hazardous substances have affected the property on which those
facilities are or were situated.
As described in note 35, the Group agreed to indemnify certain third parties relating to businesses and/or assets that were
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
211
Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using the tax rate applicable to the territory in
which the asset or liability has arisen. The Group has provided deferred tax in relation to UK companies at 25% (2023: 25%) with the
exception of deferred tax on de
fined benefit pension assets which was provided at 35% in 2023, during 2024 a reduced rate o
f 25%
was substantively enacted. The movement on the deferred tax account is shown below:
(Asset)/liability
As at |
|||||
1 January |
As at |
||||
2024 |
Income |
31 December |
|||
(*restated) |
statement |
OCI |
Other |
2024 |
|
$m |
$m |
$m |
$m |
$m |
|
Accelerated capital allowances |
(36.0) |
17.4 |
0.7 |
- |
(17.9) |
Intangibles |
178.2 |
(116.2) |
(2.7) |
- |
59.3 |
Pension |
139.4 |
4.5 |
(55.5) |
(2.8) |
85.6 |
Share based charges |
(1.7) |
1.1 |
- |
- |
(0.6) |
Other temporary differences |
2.1 |
1.9 |
(0.1) |
(1.0) |
2.9 |
Provisions |
(40.5) |
(7.0) |
3.1 |
- |
(44.4) |
Unremitted earnings |
26.6 |
1.1 |
(1.8) |
- |
25.9 |
Deferred interest deduction |
(4.0) |
(2.7) |
0.3 |
0.1 |
(6.3) |
Tax credits |
- |
- |
0.1 |
(0.1) |
- |
Losses |
(95.2) |
39.2 |
0.7 |
1.0 |
(54.3) |
Total |
168.9 |
(60.7) |
(55.2) |
(2.8) |
(50.2) |
As at 1 |
Restated |
Income |
As at |
||||
January |
Prior year |
1 January |
statement |
Other |
31 December |
||
2023 |
restatement |
2023 |
(restated*) |
OCI |
(restated*) |
2023 |
|
$m |
$m |
$m |
$m |
$m |
$m |
$m |
|
Accelerated capital allowances |
(31.5) |
- |
(31.5) |
(2.7) |
(1.8) |
- |
(36.0) |
Intangibles |
179.8 |
- |
179.8 |
(4.7) |
3.1 |
- |
178.2 |
Pension |
106.8 |
43.2 |
150.0 |
5.9 |
(19.0) |
2.5 |
139.4 |
Share based charges |
(1.4) |
- |
(1.4) |
(0.3) |
- |
- |
(1.7) |
Other temporary differences |
8.4 |
- |
8.4 |
(2.5) |
(3.3) |
(0.5) |
2.1 |
Provisions |
(47.7) |
10.1 |
(37.6) |
(1.9) |
(1.0) |
- |
(40.5) |
Unremitted earnings |
23.5 |
- |
23.5 |
2.7 |
0.4 |
- |
26.6 |
Deferred interest deduction |
- |
- |
- |
(3.8) |
(0.2) |
- |
(4.0) |
Tax credits |
- |
- |
- |
(0.2) |
- |
0.2 |
- |
Losses |
(199.0) |
97.1 |
(101.9) |
7.6 |
0.7 |
(1.6) |
(95.2) |
Total |
38.9 |
150.4 |
189.3 |
0.1 |
(21.1) |
0.6 |
168.9 |
Deferred tax is presented in the
financial statements as
follows:
2024 |
2023 |
|
(*restated) |
||
$m |
$m |
|
Deferred tax assets |
(62.9) |
(43.2) |
Deferred tax liabilities |
113.1 |
212.1 |
Net deferred tax (asset)/liability |
50.2 |
168.9 |
No deferred tax liability has been recognised in respect of $18,104.3m (2023: $17,591.7m) of unremitted reserves of subsidiaries
because the Group is in a position to control the timing of the reversal of the temporary difference and it is not probable that such
differences will reverse in the foreseeable future. The amount of unrecognised deferred tax liabilities in respect of these unremitted
reserves is estimated to be $34.9m (2023: $49.4m).
John Wood Group PLC
Annual Report and Financial Statements 2024
212
Notes to the financial statements
continued
23
Deferred tax
(continued)
The deferred tax balances are analysed below.
31 December 2024
Accelerated | Share | Other | Deferred | ||||||||
capital | based | temporary | Unremitted | interest | |||||||
allowances | Intangibles | Pension | charges | differences | Provisions | earnings | deduction | Losses | Netting | Total | |
$m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |
Deferred tax assets | (31.2) | - | (3.5) | (0.6) | (3.8) | (44.4) | - | (6.3) | (54.3) | 81.2 | (62.9) |
Deferred tax liabilities | 13.3 | 59.3 | 89.1 | - | 6.7 | - | 25.9 | - | - | (81.2) | 113.1 |
Net | (17.9) | 59.3 | 85.6 | (0.6) | 2.9 | (44.4) | 25.9 | (6.3) | (54.3) | - | 50.2 |
Included in the $54.3m (2023: $95.2m) of deferred tax assets in respect of losses is an amount of $1.8m (2023: $3.6m) relating to
the UK tax group of which no asset (2023: no asset) is recognised based on forecast pro
fits o
f the UK business, and $32.6m (2023:
$84.4m) relating to the US tax group of which no asset (2023: no asset) is recognised based on forecast pro
fits o
f the US business.
The balances are supported by deferred tax liabilities.
31 December 2023 (*restated)
Accelerated | Share | Other | Deferred | ||||||||
capital | based | temporary | Unremitted | interest | |||||||
allowances | Intangibles | Pension | charges | differences | Provisions | earnings | deduction | Losses | Netting | Total | |
$m | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |
Deferred tax assets | (49.7) | - | (1.7) | (1.7) | (1.6) | (40.5) | - | (4.0) | (95.2) | 151.2 | (43.2) |
Deferred tax liabilities | 13.7 | 178.2 | 141.1 | - | 3.7 | - | 26.6 | - | - | (151.2) | 212.1 |
Net | (36.0) | 178.2 | 139.4 | (1.7) | 2.1 | (40.5) | 26.6 | (4.0) | (95.2) | - | 168.9 |
The expiry dates of unrecognised gross deferred tax assets carried forward are as follows:
Tax losses | Deductible temporary differences | Total | |
31 December 2024 | $m | $m | $m |
Expiring within 5 years | 45.4 | 68.9 | 114.3 |
Expiring within 6-10 years | 18.6 | - | 18.6 |
Expiring within 11-20 years | 226.8 | - | 226.8 |
Unlimited | 7,866.2 | 1,581.4 | 9,447.6 |
8,157.0 | 1,650.3 | 9,807.3 |
Tax losses | Deductible temporary differences | Total | |
31 December 2023 (*restated) | $m | $m | $m |
Expiring within 5 years | 711.0 | 123.1 | 834.1 |
Expiring within 6-10 years | 19.6 | - | 19.6 |
Expiring within 11-20 years | 170.0 | - | 170.0 |
Unlimited | 7,516.2 | 1,652.5 | 9,168.7 |
8,416.8 | 1,775.6 | 10,192.4 |
The expiry dates of unrecognised net deferred tax assets carried forward are as follows:
Tax losses | Deductible temporary differences | Total | |
31 December 2024 | $m | $m | $m |
Expiring within 5 years | 16.6 | 68.9 | 85.5 |
Expiring within 6-10 years | 2.5 | - | 2.5 |
Expiring within 11-20 years | 57.0 | - | 57.0 |
Unlimited | 1,876.8 | 398.5 | 2,275.3 |
1,952.9 | 467.4 | 2,420.3 |
Tax losses | Deductible temporary differences | Total | |
31 December 2023 (*restated) | $m | $m | $m |
Expiring within 5 years | 147.8 | 123.1 | 270.9 |
Expiring within 6-10 years | 5.9 | - | 5.9 |
Expiring within 11-20 years | 42.4 | - | 42.4 |
Unlimited | 1,863.7 | 410.0 | 2,273.7 |
2,059.8 | 533.1 | 2,592.9 |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
213
Share based charges
The Group currently has a number of share plans that give rise to equity settled share based charges. These are the Executive Share
Option Scheme (‘ESOS’), the Long-Term Plan (‘LTP’), the Discretionary Share Plan (‘DSP’), the Employee Share Plan (‘ESP’) and the
Share Incentive Plan (‘SIP’). The charge to operating profit
for these plans for the year amounted to $25.8m (2023: $19.6m) and is
included in administrative expenses with the corresponding credit included in retained earnings. All of the Groups share plans are
governed by the respective plan rules and each has change of control provisions within them. The treatment of a change of control
on our plans as it relates to Sidara is also set out in the co-operation agreement which is disclosed in the public domain.
Long Term Plan and Discretionary Share Plan
The Group’s LTP was introduced in 2013. The plan was replaced at the Group’s Annual General Meeting in 2023 with the new
Discretionary Share Plan. There are two distinct awards made under the DSP, performance-based awards to the executive
leadership team made based on achievement of performance measures and non-performance awards to senior management
either in the form of conditional share awards or nil cost share options.
The performance measures relevant to active cycles are total shareholder return, EBITDA margin, revenue growth, EBITDA and ESG
targets including reducing carbon emissions and leadership gender diversity. Participants may be granted conditional share awards
or nil cost options at the start of the cycle. Where performance applies, this is measured over a three-year period and up to 80% of
an award may vest based on the performance over that period. The vesting of at least 20% of any award is normally deferred for a
further period of at least two years.
Employees may also be granted non-performance awards either in the form of conditional share awards or share options. These
awards typically have a three-year vesting period. From 2022, a large portion of senior management who were previously eligible for
the performance-based element of the LTP and DSP were instead awarded these non-performance awards.
Performance based awards
Details of the performance based awards under the LTP and DSP are set out in the table below. The charge for market related
performance targets has been calculated using a Monte Carlo simulation model taking account of share price volatility against
peer group companies, risk free rate of return, dividend yield and the expected lifetime of the award. Further details of the LTP are
provided in the Directors’ Remuneration Report.
Awards outstanding |
Awards outstanding |
|||
Cycle |
Performance period |
Fair value of award |
31 December 2024 |
31 December 2023 |
11 |
2018-20 |
£6.67 |
- |
130,233 |
12 |
2019-21 |
£5.69 |
- |
227,146 |
13 |
2020-22 |
£3.64 |
- |
- |
14 |
2021-23 |
£3.17 |
131,386 |
7,048,776 |
15 |
2022-24 |
£1.88 |
1,307,657 |
1,354,999 |
16 |
2023-25 |
£1.32 |
4,526,656 |
3,567,754 |
17 |
2024-26 |
£1.54 |
3,129,522 |
- |
9,095,221 |
12,328,908 |
4,435,925 awards were made during the year, 908,783 awards were exercised during the year and 6,760,829 awards lapsed or were
cancelled due to performance targets not being achieved.
Zero awards remain outstanding under cycle 13 as performance measures were missed. Awards under cycles 15, 16 and 17 were
granted to directors and the executive leadership team only, with other senior management receiving non-performance awards
under the LTP and DSP.
Further details on the long-term incentives are provided in the Directors’ Remuneration Report.
ESOS
For the purposes of calculating the fair value of the share options, a Black-Scholes option pricing model has been used. Based on
past experience, it has been assumed that options will be exercised, on average, six months after the earliest exercise date, which is
four years after grant date, and a lapse rate of 25% has been assumed. The share price volatility used in the calculation of 40% is
based on the actual volatility of the Group’s shares as well as that of comparable companies. The risk-free rate of return is based
on the implied yield available on zero coupon gilts with a term remaining equal to the expected lifetime of the options at the date of
grant.
John Wood Group PLC
Annual Report and Financial Statements 2024
214
Notes to the financial statements
continued
24
Share based charges
(continued)
Share awards
A summary of the basis for the charge for ESOS options and LTP and DSP awards are set out below together with the number of
awards granted, exercised and lapsed during the year.
ESOS | LTP and deferred bonus | |||
2024 | 2023 | 2024 | 2023 | |
Number of participants | Nil | 156 | 304 | 261 |
Lapse rate | N/A | 25% | 10% | 10% |
Risk free rate of return on grants during year | N/A | N/A | 4.11% | 3.69% |
Share price volatility | N/A | 40% | 40% | 40% |
Dividend yield on grants during year | N/A | N/A | 0% | 0% |
Fair value of options granted during year | N/A | N/A | £0.50-£2.11 | £1.41-£2.25 |
Weighted average remaining contractual life | N/A | 0.3 years | 0.8 years | 1.8 years |
Options outstanding 1 January | 449,500 | 995,000 | 13,600,518 | 8,254,534 |
Options granted during the year | - | - | 10,355,784 | 7,942,031 |
Options exercised during the year | - | - | (3,111,331) | (1,406,735) |
Options lapsed during the year | (449,500) | (545,500) | (2,443,330) | (1,189,312) |
Options outstanding 31 December | - | 449,500 | 18,401,641 | 13,600,518 |
No. of options exercisable at 31 December | – | 449,500 | – | 597,733 |
Weighted average share price of options exercised during year | N/A | N/A | £1.31 | £1.85 |
Executive Share Option Schemes
The following options to subscribe for new or existing shares were outstanding at 31 December:
Number of ordinary | ||||
shares under option | ||||
Exercise price | Exercise | |||
Year of Grant | 2024 | 2023 | (per share) | period |
2014 | - | 449,500 | 767⅔p | 2018–2024 |
- | 449,500 | |||
Share options are granted at an exercise price equal to the average mid-market price of the shares on the three days prior to the
date of grant.
Nil value share awards
The following awards granted under the Group’s LTP/DSP were outstanding at 31 December:
Number of ordinary | ||||
shares under award | ||||
Exercise price | Exercise | |||
Year of Grant | 2024 | 2023 | (per share) | period |
2020 | - | 5,000 | 0.00p | 2023-2024 |
2021 | 385,000 | 627,000 | 0.00p | 2025-2026 |
2022 | - | 83,222 | 0.00p | 2024-2025 |
2022 | 490,000 | 880,000 | 0.00p | 2025-2026 |
2022 | 3,406,934 | 4,606,367 | 0.00p | 2025 |
2023 | 375,968 | 465,634 | 0.00p | 2025-2026 |
2023 | 5,415,528 | 6,933,295 | 0.00p | 2026 |
2024 | 256,723 | - | 0.00p | 2026 |
2024 | 5,962,219 | - | 0.00p | 2027 |
2024 | 2,109,269 | - | 0.00p | 2024-2027 |
18,401,641 | 13,600,518 | |||
Awards are granted under the Group’s LTP/DSP at nil value. There are no performance criteria relating to the exercise of the
options. Further details on the LTP/DSP are provided in the Directors’ Remuneration Report.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
215
24
Share based charges
(continued)
Employee share plan
The Group introduced the ESP in 2016. Under the plan employees contribute regular monthly amounts which are used to purchase
shares over a one-year period. At the end of the year, the participating employees are awarded one free share for every two shares
purchased, providing they remain in employment for a further year. During 2024, 2,318,459 shares were awarded in relation to the
ESP, of which 482,454 and 1,836,005 shares related to the 2023/24 and 2024/25 schemes respectively.
Share incentive plan
The Group introduced the SIP in 2021 for UK employees. Under the plan, which is recognised by HM Revenue and Customs,
employees contribute regular monthly amounts of up to £150 per month to purchase shares. The participating employees
are awarded one free share for every two purchased, provided that they hold the purchased shares for 3 years and remain in
Share capital
Ordinary shares of 42/7 pence each (
2023: 4
2/7 pence)
2024 |
2023 |
|||
Authorised, issued and fully paid |
shares |
$m |
shares |
$m |
At 1 January and 31 December |
691,839,369 |
41.3 |
691,839,369 |
41.3 |
Holders of ordinary shares are entitled to receive any dividends declared by the Company and are entitled to vote at general
26
Share premium
2024 |
2023 |
|
$m |
$m |
|
At 1 January and 31 December |
63.9 |
63.9 |
27
Retained earnings
2024 |
2023 |
|
$m |
(*restated) |
|
$m |
||
At 1 January |
938.4 |
1,224.4 |
Prior year adjustments* |
- |
(301.2) |
Restated balance at 1 January |
938.4 |
923.2 |
Loss for the year attributable to owners of the parent (restated*) |
(2,778.0) |
(191.2) |
Credit relating to share based charges (note 24) |
25.8 |
19.6 |
Re-measurement losses on retirement benefit liabilities (note 34) |
(50.6) |
(82.2) |
Movement in deferred tax relating to retirement bene fit liabilities |
16.6 |
25.2 |
Impact of change in tax rate applicable to the UK de fined benefit scheme |
40.3 |
- |
Deferred tax impact of rate change in equity |
0.1 |
0.7 |
Tax on derivative financial instruments |
(0.1) |
(0.4) |
Other tax movements in equity |
(1.5) |
(0.1) |
Proceeds from Share Incentive Plan (SIP) shares |
- |
1.6 |
Purchase of shares by employee share trust |
(4.1) |
- |
Transfer from merger reserve |
1,163.5 |
242.0 |
Transactions with non-controlling interests |
2.7 |
- |
At 31 December |
(646.9) |
938.4 |
*Refer to pages 171-172 for more information on the restatement.
Retained earnings are stated after deducting the investment in own shares held by employee share trusts. No options have been
granted over shares held by the employee share trusts (2023: nil).
John Wood Group PLC
Annual Report and Financial Statements 2024
216
Notes to the financial statements
continued
27
Retained earnings
(continued)
2024 |
2023 |
|||
Shares |
$m |
Shares |
$m |
|
Balance 1 January |
4,352,958 |
99.4 |
8,442,031 |
99.4 |
Shares purchased during year |
2,500,000 |
4.1 |
- |
- |
Shares issued to satisfy option exercises |
(3,111,331) |
- |
(1,406,735) |
- |
Shares issued to satisfy awards under Long Term Incentive Plan |
(908,783) |
- |
(299,928) |
- |
Shares issued to satisfy awards under Employee Share Plan |
(1,671,970) |
- |
(1,114,466) |
- |
Shares issued to satisfy awards under Share Incentive Plan |
(514,307) |
- |
(1,267,944) |
- |
Recycled matching shares under Share Incentive Plan |
(29,361) |
- |
- |
- |
Exchange movement |
- |
- |
- |
- |
Balance 31 December |
617,206 |
103.5 |
4,352,958 |
99.4 |
Shares acquired by the employee share trusts are purchased in the open market using funds provided by John Wood Group PLC to
meet obligations under the Employee Share Option Schemes and LTP. Shares are allocated to the employee share trusts in order
to satisfy future option exercises at various prices. Matching shares which are forfeited for leavers are recycled against future
allocations.
The costs of funding and administering the trusts are charged to the income statement in the period to which they relate. The
market value of the shares at 31 December 2024 was $0.5m (2023: $9.5m) based on the closing share price of £0.66 (2023: £1.72)
and closing exchange rate of 1.2523 (2023: 1.2749). The employee share trusts have waived their rights to receipt of dividends on
Merger reserve
2024 |
2023 |
|
$m |
$m |
|
At 1 January |
2,298.8 |
2,540.8 |
Transfer to retained earnings |
(1,163.5) |
(242.0) |
At 31 December |
1,135.3 |
2,298.8 |
On 6 October 2017, 294,510,217 new shares were issued in relation to the acquisition of Amec Foster Wheeler Group. As the
acquisition resulted in the Group securing 90% of Amec Foster Wheeler’s share capital, the acquisition quali
fied
for merger relief
under section 612 of the Companies Act 2006 and the premium arising on the issue of the shares was credited to a merger reserve
rather than the share premium account.
In November 2019, John Wood Group PLC (the Company) sold its investment in Amec Foster Wheeler Limited and other
subsidiaries to another subsidiary company, John Wood Group Holdings Limited for $2,815.2m in exchange for a promissory note.
To the extent that the promissory note is settled by qualifying consideration, the related portion of the merger reserve is considered
realised and becomes available for distribution.
In 2023, John Wood Group Holdings Limited paid $242.0m to John Wood Group PLC in a partial settlement of the promissory note.
The repayment represented qualifying consideration.
During 2024, John Wood Group Holdings Limited settled a further $1,163.5m to John Wood Group PLC in a further partial
settlement of the promissory note. The repayment represented qualifying consideration and as a result the Company transferred
an equivalent portion of the merger reserve to retained earnings.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
217
29
Other reserves
Capital | Capital | Currency | |||
reduction | redemption | translation | Hedging | ||
reserve | reserve | reserve | reserve | Total | |
$m | $m | $m | $m | $m | |
At 1 January 2023 | 88.1 | 439.7 | (665.5) | (4.7) | (142.4) |
Cash flow hedges | - | - | - | 3.8 | 3.8 |
Exchange movement on retranslation of foreign operations | - | - | 54.7 | - | 54.7 |
(restated*) | |||||
At 31 December 2023 (restated*) | 88.1 | 439.7 | (610.8) | (0.9) | (83.9) |
Cash flow hedges | - | - | - | (1.7) | (1.7) |
Exchange movement on retranslation of foreign operations | - | - | (76.8) | - | (76.8) |
At 31 December 2024 | 88.1 | 439.7 | (687.6) | (2.6) | (162.4) |
The capital reduction reserve was created subsequent to the Group’s IPO in 2002 and is a distributable reserve.
The capital redemption reserve was created following a share issue that formed part of a return of cash to shareholders in 2011.
This is not a distributable reserve.
The currency translation reserve relates to the retranslation of foreign currency net assets on consolidation. This was reset to zero
on transition to IFRS at 1 January 2004. The movement during the year relates to the retranslation of foreign operations, including
goodwill and intangible assets recognised on acquisition.
The hedging reserve relates to the accounting for derivative
financial instruments under IFRS 9. Fair value gains and losses in
respect of effective cash
Non-controlling interests
2024 | 2023 | |
$m | $m | |
At 1 January | 5.4 | 1.5 |
Share of pro fit for the year | 5.7 | 5.5 |
Dividends paid to non-controlling interests | (3.4) | (1.6) |
Transactions with non-controlling interests | (2.7) | - |
At 31 December | 5.0 | 5.4 |
John Wood Group PLC
Annual Report and Financial Statements 2024
218
Notes to the financial statements
continued
Analysis of net debt
At 1 |
At 31 |
||||
January |
Cash |
Exchange |
December |
||
2024 |
flow |
Other |
movements |
2024 |
|
2024 |
$m |
$m |
$m |
$m |
$m |
Short term borrowings |
(315.3) |
185.4 |
(1,011.1) |
2.4 |
(1,138.6) |
Long term borrowings |
(812.2) |
(189.7) |
1,011.6 |
(9.7) |
- |
Borrowings included in liabilities held for sale |
- |
- |
(2.4) |
- |
(2.4) |
(1,127.5) |
(4.3) |
(1.9) |
(7.3) |
(1,141.0) |
|
Cash and cash equivalents |
434.0 |
28.8 |
- |
(4.7) |
458.1 |
Net debt excluding leases |
(693.5) |
24.5 |
(1.9) |
(12.0) |
(682.9) |
Leases |
(400.8) |
110.9 |
(115.0) |
11.8 |
(393.1) |
Leases included in liabilities held for sale |
- |
- |
(0.7) |
- |
(0.7) |
Net debt including leases |
(1,094.3) |
135.4 |
(117.6) |
(0.2) |
(1,076.7) |
2023
At 1 |
At 31 |
||||
January |
Cash |
Exchange |
December |
||
2023 |
flow |
Other |
movements |
2023 |
|
$m |
$m |
$m |
$m |
$m |
|
Short term borrowings |
(345.9) |
133.5 |
(85.8) |
(17.1) |
(315.3) |
Long term borrowings |
(584.0) |
(315.0) |
87.2 |
(0.4) |
(812.2) |
(929.9) |
(181.5) |
1.4 |
(17.5) |
(1,127.5) |
|
Cash and cash equivalents |
536.7 |
(107.6) |
- |
4.9 |
434.0 |
Net debt excluding leases |
(393.2) |
(289.1) |
1.4 |
(12.6) |
(693.5) |
Leases |
(342.9) |
113.3 |
(160.9) |
(10.3) |
(400.8) |
Net debt including leases |
(736.1) |
(175.8) |
(159.5) |
(22.9) |
(1,094.3) |
Cash at bank and in hand at 31 December 2024 includes $84.5m (2023: $127.7m) that is part of the Group’s cash pooling
arrangements. For internal reporting and the calculation of interest, this amount is netted with short-term overdrafts and is
presented as a net figure on the Group’s balance sheet. In preparing these financial statements, the Group is required to gross up
both its cash and short-term borrowings figures by this amount.
Cash and cash equivalents of $458.1m (2023: $434.0m) includes restricted cash of $52.3m (2023: $49.4m). The restricted cash
balance comprises $52.3m (2023: $38.1m) of cash held in Equatorial Guinea where the Group are seeking Central Bank approval
in order to repatriate cash from a subsidiary via dividends or intercompany loans. A further $nil (2023: $9.3m) of cash is held in
jurisdictions where there is insuf
ficient liquidity in the local market to allow
for immediate repatriation. The remaining $nil (2023:
$2.0m) relates to balances held within Russia that are impacted by the sanctions associated with Russia’s invasion of Ukraine, and
$4.2m of cash held in accounts that is restricted by clients. Management considers it appropriate to include the restricted cash
balance in the Group’s net debt figure on the basis that it meets the definition o
f cash, albeit is not readily available to the Group.
The lease liability at 31 December 2024 is made up of non-current leases of $308.3m (2023: $317.4m) and current leases of $84.8m
(2023: $83.4m).
The other movements of $117.6m (2023: $159.5m) in the above table represents new leases entered into of $94.0m (2023: $142.2m),
interest expense of $21.7m (2023: $18.7m), amortisation of bank facility fees of $2.6m (2023: $2.4m) and accrued interest on loan
notes of $0.7m (2023: $3.8m). The other movement also includes the reclassi
fication o
f non-current borrowings to current. Based
on legal analysis, and some of the
findings o
f the independent review, the Group believe that the presence of prior year adjustments
resulted in breaches of certain information and
financial covenants and there
fore all bank borrowings have been treated as current
and therefore all bank borrowings have been treated as current. These breaches have been cured post year end through covenant
waivers.
As at 31 December 2024, the Group had received $197.4m (2023: $198.2m) of cash relating to non-recourse
financing arrangements.
An equivalent amount of trade receivables was derecognised on receipt of the cash. At 31 December 2024, $82.6m (2023: $111.7m)
had been received from clients in the normal course of business in relation to the same amounts received from the factors. This
$82.6m (2023: $111.7m) is due to be paid over to the factors and is included in trade payables. The impact of both the cash received
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
219
Divestments
During 2024, the Group disposed of its joint venture interest in Ethos Energy Group Limited and its subsidiary undertaking CEC
Controls Company Inc. The assets and liabilities disposed of are set out in the table below:
$m | |
Investment in joint ventures | 74.6 |
Goodwill | 10.8 |
Property plant and equipment | 0.4 |
Right of use asset | 1.1 |
Trade and other receivables | 15.1 |
Income tax receivable | 1.1 |
Cash and cash equivalents | 2.0 |
Lease liabilities | (1.2) |
Trade and other payables | (3.3) |
Income tax payable | (0.9) |
Net assets disposed | 99.7 |
Cash received | 178.3 |
Provision for future obligations | (4.0) |
Disposal costs | (4.9) |
Disposal costs - exceptional | (7.8) |
Gain on disposal (note 5) | 61.9 |
The cash inflow in respect o
f these disposals is analysed below.
$m | |
Gross proceeds received | 175.5 |
Disposal costs paid | (5.2) |
Cash inflow | 170.3 |
The gain on disposal is made up of a $63.9m gain on disposal of Ethos Energy Limited less the exceptional disposal costs of $7.8m, a
$7.6m gain on disposal of CEC Controls Company Inc. and a loss on disposal of other subsidiaries of $1.8m in the year.
The sale of Kelchner, Inc completed during 2025 for proceeds of $31.2m. The assets and liabilities of this disposal group are classi
fied
as held for sale as at 31 December 2024 because as at the year end date the appropriate level of management was committed to
selling the asset and was confident that the deal would complete within one year o
f the balance sheet date due to the presence of
a letter of intent with the ultimate buyer at the balance sheet date.
Assets held for sale | $m |
Goodwill | 16.9 |
Property plant and equipment | 4.3 |
Right of use assets | 0.9 |
Trade and other receivables | 15.1 |
Total | 37.2 |
Liabilities held for sale | $m |
Trade and other payables | 24.6 |
Borrowings | 2.4 |
Lease liability | 0.7 |
Total | 27.7 |
John Wood Group PLC
Annual Report and Financial Statements 2024
220
Notes to the financial statements
continued
Employees and directors
2024 |
2023 |
|
Employee benefits expense |
$m |
$m |
Wages and salaries |
2,466.3 |
2,414.3 |
Social security costs |
191.4 |
180.6 |
Pension costs – defined benefit schemes (note 34) |
2.0 |
2.9 |
Pension costs – defined contribution schemes (note 34) |
98.4 |
97.4 |
Share based charges (note 24) |
25.8 |
19.6 |
2,783.9 |
2,714.8 |
2024 |
2023 |
|
Average monthly number of employees (including executive directors) |
No. |
No. |
By geographical area: |
||
UK |
5,293 |
4,928 |
US |
5,556 |
6,443 |
Rest of the World |
21,526 |
20,701 |
32,375 |
32,072 |
2024 |
2023 |
|
Key management compensation |
$m |
$m |
Salaries and short-term employee benefits |
12.4 |
9.0 |
Amounts receivable under long-term incentive schemes |
0.8 |
0.8 |
Social security costs |
1.2 |
0.8 |
Post-employment benefits |
0.2 |
0.2 |
Share based charges |
7.1 |
2.5 |
Termination benefits |
1.9 |
- |
23.6 |
13.3 |
Key management compensation represents the charge to the income statement in respect of the remuneration of the Group board
and Group Executive Leadership Team (‘ELT’) members. At 31 December 2024, key management held 0.2% of the voting rights of
2024 |
2023 |
|
Directors |
$m |
$m |
Aggregate emoluments |
5.0 |
3.6 |
Aggregate amounts receivable under long-term incentive schemes |
0.4 |
0.3 |
Aggregate gains made on the exercise of share options |
2.7 |
0.1 |
Share based charges |
5.1 |
1.1 |
13.2 |
5.1 |
At 31 December 2024, two directors (2023: two) had retirement benefits accruing under a defined contribution pension plan and no
directors (2023: none) had benefits accruing under a defined benefit pension scheme. Further details o
f directors’ emoluments are
provided in the Directors’ Remuneration Report.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
221
34
Retirement benefit schemes
The Group operates a number of de
fined benefit pension schemes which are largely closed to
future accrual. The assets of the
defined benefits schemes are held separately
from those of the Group, being invested with independent investment companies
in trustee administered funds. The trustees of the pension schemes are required by law to act in the best interests of the scheme
participants and are responsible for setting certain policies (such as investment, contribution and indexation policies) for the
schemes.
At 31 December 2024, the largest schemes by gross obligation are the Wood Pension Plan (‘WPP’) in the UK, the Foster Wheeler Inc
Salaried Employees Pension Plan (‘FW Inc SEPP’) in the US and the Foster Wheeler Inc Pension Plan for Certain Employees (‘FW Inc
PPCE’) in the US. These pension plans provide certain former employees with leaving service bene
fits that are generally based on
service and salary.
The scheme valuations are based on the membership data contained within the triennial valuation of Wood Pension Plan as
at 31 March 2023, and the valuation of the Foster Wheeler Inc SEPP/PPCE as at 1 January 2023. The scheme valuations have
been updated by the schemes’ actuaries for the requirement to assess the present value of the liabilities of the schemes as at 31
December 2024. The assets of the schemes are stated at their aggregate market value as at 31 December 2024. It is expected
that the Group will make funding and expense contributions to these pension plans totalling $7.1m in the calendar year 2025 (2024:
$6.9m) in line with the funding requirements agreed for the plans.
The actuarial valuation method is prescribed by the IAS 19 accounting standard and uses discount rates determined by the yields
on high quality, AA rated, bonds at the measurement date. Conversely, each pension scheme is subject to a separate technical
provisions or funding basis valuation which is considered to be more prudent than the IAS 19 methodology. Under IAS 19, the Wood
Pension Plan is 114.8% funded on 31 December 2024 compared to 110.6% funded on the technical provisions basis.
Management have considered the requirements of IFRIC 14, ‘The Limit on a De
fined Benefit Asset, Minimum Funding Requirements
and their Interaction’ and consider it is appropriate to recognise the IAS 19 surplus in the Wood Pension Plan. The rules governing
these schemes provide an unconditional right to a refund assuming the gradual settlement of the scheme’s liabilities over time until
all members have left the schemes. The requirements of IFRIC 14 also mean there is no requirement to recognise any additional
liabilities in relation to deficit
funding requirements. At the balance sheet date, there are no plans to exercise the unconditional right
to a refund and other options are being explored to use the surplus. The tax rate applied to the surplus of the UK scheme is 25%
(2023: 35% restated).
Scheme membership at the date of the most recent scheme census was as follows:
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
Wood | FW | FW | Wood | FW | FW | |
Pension | Inc | Inc | Pension | Inc | Inc | |
Plan | SEPP | PPCE | Plan | SEPP | PPCE | |
Active members | 303 | 19 | 18 | 303 | 30 | 22 |
Deferred members | 7,190 | 701 | 251 | 7,190 | 734 | 266 |
Pensioner members | 10,178 | 2,171 | 835 | 10,178 | 2,245 | 833 |
The most recent scheme census for the Wood Pension Plan was the triennial valuation as at 31 March 2023.
Active members include deferred members still employed but not actively contributing to the scheme.
The principal assumptions made by the actuaries at the balance sheet date were:
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
Wood | FW | FW | Wood | FW | FW | |
Pension | Inc | Inc | Pension | Inc | Inc | |
Plan | SEPP | PPCE | Plan | SEPP | PPCE | |
% | % | % | % | % | % | |
Discount rate | 5.5 | 5.4 | 5.4 | 4.8 | 4.9 | 4.9 |
Rate of increase in pensions in payment and deferred pensions | 2.9 | N/A | N/A | 2.8 | N/A | N/A |
Rate of retail price index in flation | 3.1 | N/A | N/A | 3.0 | N/A | N/A |
Rate of consumer price index in flation | 2.8 | N/A | N/A | 2.6 | N/A | N/A |
At 31 December 2024, the methodology for calculating the discount rate has changed. The new method has been updated from the
prior year to use the “expanded dataset” curve. The Group changed the model to the Mercer AA Yield Curve with expanded dataset
as it produces discount rates which are generally closer to the market median rate than the previous Mercer AA Yield Curve without
options. The actuary confirmed that the new approach reduces the discount rate by 20bps. Based on the disclosed discount rate
sensitivity, we estimated the impact of this change in discount rate methodology to be an increase of around $51.1m to the DBO.
The assumptions on the FW Inc SEPP and FW Inc PPCE in the above table are not applicable since there are no post-retirement
increases or cost of living adjustments provided in these plans. With no cost of living adjustments, there are no underlying retail
price index or consumer price index assumptions to consider.
John Wood Group PLC
Annual Report and Financial Statements 2024
222
Notes to the financial statements
continued
34
Retirement benefit schemes
(continued)
The mortality assumptions used to determine pension liabilities in the main schemes at 31 December 2024 were as follows:
Scheme | Mortality assumption |
Wood Pension Plan | Base table |
Non-pensioners: Males: 102% of S3PMA Females: 104% of S3PFA_M Pensioners: Males: 97% of | |
S3PMA Females: 99% of S3PFA_M | |
Future improvements | |
Scheme specific table with CMI 2023 (Sk =7.0) projections and a long-term rate o f improvement of | |
1.25% pa, initial addition (“A” parameter) of 0.3, 15% weight on 2022 data and 2023 data, and no | |
weight on 2020 and 2021 data | |
FW Inc SEPP and FW Inc PPCE | Pri-2012 Employee and Annuitant tables for males and females with generational projection using |
Scale MP-2021 with no collar adjustments and Pri-2012 Contingent Annuitant mortality for spouses | |
and beneficiaries with generational projection using Scale MP-2021 with no collar adjustments |
The mortality assumption uses data appropriate to each of the Group’s schemes adjusted to allow for expected future
improvements in mortality using the latest projections. Assumptions regarding future mortality are based on published statistics
and the latest available mortality tables. In relation to the Wood Pension Plan, the Group has reflected the latest available data on
the mortality characteristics of plan members following a mortality study undertaken since the prior year-end. The Group has also
adopted the CMI_2023 model for projecting future improvements in life expectancy with the following parameters: s-kappa of 7.0,
no weight to 2020 and 2021 death data and 15% weight to 2022 and 2023 death data and an initial addition parameter of 0.3. The
impact of adopting this revised mortality assumption, compared to the assumption adopted for the prior year, is a slight reduction
in the value of the de
fined benefit obligation o
f around 0.2%.
For the schemes referred to above the assumed life expectancies are shown in the following table:
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
Wood | FW | FW | Wood | FW | FW | |
Pension | Inc | Inc | Pension | Inc | Inc | |
Plan | SEPP | PPCE | Plan | SEPP | PPCE | |
Life expectancy at age 65 of male aged 45 | 22.9 | 22.2 | 22.2 | 22.9 | 22.2 | 22.2 |
Life expectancy at age 65 of male aged 65 | 21.9 | 20.7 | 20.7 | 22.0 | 20.7 | 20.7 |
Life expectancy at age 65 of female aged 45 | 24.9 | 24.1 | 24.1 | 24.8 | 24.1 | 24.1 |
Life expectancy at age 65 of female aged 65 | 23.8 | 22.7 | 22.7 | 23.7 | 22.6 | 22.6 |
The amounts recognised in the income statement are as follows:
2024 | 2023 | |
$m | (restated*) | |
$m | ||
Current service cost | 2.0 | 2.9 |
Past service credit | - | - |
Total expense included within operating profit | 2.0 | 2.9 |
Interest cost | 126.0 | 126.7 |
Interest income on scheme assets | (140.9) | (145.0) |
Total included within finance income | (14.9) | (18.3) |
The amounts recognised in the balance sheet are determined as follows:
2024 | 2023 | |
$m | $m | |
Present value of funded obligations | (2,378.9) | (2,707.3) |
Fair value of scheme assets | 2,650.2 | 3,019.1 |
Net surplus | 271.3 | 311.8 |
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
223
34
Retirement benefit schemes
(continued)
Changes in the present value of the de
fined benefit liability are as
follows:
2024 | 2023 | |
$m | $m | |
Present value of funded obligations at 1 January | 2,707.3 | 2,533.0 |
Current service cost | 2.0 | 2.9 |
Interest cost | 126.0 | 126.7 |
Re-measurements: | ||
- actuarial (gains)/losses arising from changes in financial assumptions (including changes in onerous liability) | (200.8) | 48.1 |
- actuarial gains arising from changes in demographic assumptions | (26.7) | (16.9) |
- actuarial losses arising from changes in experience | 1.9 | 41.6 |
Benefits paid | (192.5) | (164.4) |
Decrease due to divestments | - | - |
Exchange movements | (38.3) | 136.3 |
Present value of funded obligations at 31 December | 2,378.9 | 2,707.3 |
Changes in the fair value of scheme assets are as follows:
2024 | 2023 | |
$m | $m | |
Fair value of scheme assets at 1 January | 3,019.1 | 2,892.2 |
Interest income on scheme assets | 140.9 | 145.0 |
Contributions | 11.4 | 3.1 |
Benefits paid | (192.5) | (164.4) |
Re-measurement losses on scheme assets | (276.2) | (9.4) |
Expenses paid | (7.8) | (7.6) |
Decrease due to divestments | - | - |
Exchange movements | (44.7) | 160.2 |
Fair value of scheme assets at 31 December | 2,650.2 | 3,019.1 |
Analysis of the movement in the balance sheet surplus:
2024 | 2023 | |
$m | $m | |
Surplus at 1 January | 311.8 | 359.2 |
Current service cost | (2.0) | (2.9) |
Finance income | 14.9 | 18.3 |
Contributions | 11.4 | 3.1 |
Re-measurement losses recognised in the year | (50.6) | (82.2) |
Expenses paid | (7.8) | (7.6) |
Exchange movements | (6.4) | 23.9 |
Surplus at 31 December | 271.3 | 311.8 |
The net surplus at 31 December is presented in the Group balance sheet as follows:
2024 | 2023 | |
$m | $m | |
Wood Pension Plan | 345.8 | 391.9 |
Retirement benefit scheme surplus | 345.8 | 391.9 |
Foster Wheeler Inc SEPP/PPCE | (45.7) | (52.5) |
All other schemes | (28.8) | (27.6) |
Retirement benefit scheme deficit | (74.5) | (80.1) |
Net surplus | 271.3 | 311.8 |
John Wood Group PLC
Annual Report and Financial Statements 2024
224
Notes to the financial statements
continued
34
Retirement benefit schemes
(continued)
For the principal schemes the defined benefit obligation can be allocated to the plan participants as
follows:
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | |
Wood | FW | FW | Wood | FW | FW | |
Pension | Inc | Inc | Pension | Inc | Inc | |
Plan | SEPP | PPCE | Plan | SEPP | PPCE | |
% | % | % | % | % | % | |
Active members | 3.8 | 0.6 | 0.9 | 3.9 | 2.4 | 1.6 |
Deferred members | 31.3 | 21.4 | 10.4 | 32.9 | 24.6 | 12.8 |
Pensioner members | 64.9 | 78.0 | 88.7 | 63.2 | 73.0 | 85.6 |
The weighted average duration of the de
fined benefit obligation is as
follows:
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | ||
Wood | FW | FW | Wood | FW | FW | ||
Pension | Inc | Inc | Pension | Inc | Inc | ||
Plan | SEPP | PPCE | Plan | SEPP | PPCE | ||
years | years | years | years | years | years | ||
Duration of de | fined benefit obligation | 12.0 | 7.5 | 6.7 | 13.0 | 8.1 | 7.3 |
The major categories of total scheme assets are as follows:
2024 | 2024 | 2024 | 2023 | 2023 | 2023 | 2024 | 2023 | |
Wood | FW | FW | Wood | FW | FW | Quoted | Quoted | |
Pension | Inc | Inc | Pension | Inc | Inc | on active | on active | |
Plan | SEPP | PPCE | Plan | SEPP | PPCE | market | market | |
$m | $m | $m | $m | $m | $m | % | % | |
Equities | 2.9 | 21.8 | 46.9 | 5.2 | 26.2 | 53.1 | 96.1 | 89.8 |
Property a | 19.0 | - | - | 34.0 | - | - | - | - |
Bonds (including gilts) | 1,321.0 | 34.0 | 43.3 | 1,398.2 | 39.8 | 48.5 | 100.0 | 100.0 |
Liability-Driven Investments (LDIs) | 1,215.6 | - | - | 1,554.5 | - | - | 100.0 | 100.0 |
Cash | 128.9 | 0.8 | 1.4 | 101.9 | 0.9 | 1.7 | 100.0 | 100.0 |
Liquidity funds | 16.6 | - | - | 14.8 | - | - | 100.0 | 100.0 |
Derivatives b | (230.0) | - | - | (286.0) | - | - | - | - |
Investment funds | - | 4.2 | 8.7 | - | 3.7 | 7.6 | 100.0 | 100.0 |
2,474.0 | 60.8 | 100.3 | 2,822.6 | 70.6 | 110.9 | n/a | n/a |
Notes
a. Property assets are valued based on an analysis of recent market transactions supported by market knowledge derived from third-party, independent valuation experts
b. Derivatives are mainly related to repurchase agreements used to fund liability driven investments
As at 31 December 2024, 107.9% (2023: 108.2%) of total scheme assets in the principal schemes have quoted prices in active markets.
The Plan has a target allocation of 50% of investments held in cash
flow-matching assets, with the remaining 50% allocated
to liability-matching assets, designed to partially offset the movements in the Plan’s liabilities caused by movements in interest
rates and inflation. This asset split reflects the Trustee’s current view o
f the most appropriate investments balancing risk/reward
characteristics of the funds the Plan is invested in. During the accounting period the Plan has continued the process of selling down
the growth assets in the portfolio.
As a result, the value of the property portfolio has declined over the reporting period. This was mainly due to two properties being
sold during 2024, totalling $21.3m of disposal proceeds.
The reduction in the cash allocation over the 12 months to 31 December 2024 is predominantly down to the cash and cash
equivalents balance within the BlackRock LDI mandate. This cash balance has been invested into gilts and other hedging
instruments during 2024 reducing the allocation. The majority of the change is the result of derivatives exposure at the buy and
maintain credit managers who use derivatives to hedge currency risk. As currency pairs fluctuate, the market value o
f derivatives
within these mandates will also fluctuate.
The Trustee’s policy and beliefs in relation to ESG factors for the Plan are set out in the Statement of Investment Principles. The
Trustee also undertakes TCFD reporting annually, which assesses the climate impact of the Plan’s portfolio as well as the potential
risks that differing climate change scenarios may pose to the Plan over differing time horizons. Individual investment manager
ESG ratings are reviewed in detail annually and the Trustee discusses ESG related issues when meeting with the Plan’s investment
managers.
The Group seeks to fund its pension plans to ensure that all bene
fits can be paid as and when they
fall due. The Group
finalised the
31 March 2023 valuation in June 2024, but due to the significant surplus, no contribution is required.
The US plans are funded to ensure that statutory obligations are met and contributions are generally payable to at least minimum
funding requirements.
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and
others relating to the validity of certain historical pension changes due to the lack of actuarial con
firmation required by law.
Strategic report
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Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
225
34
Retirement benefit schemes
(continued)
Following the July 2024 Court of Appeal decision in the case of Virgin Media Ltd v. NTL Pension Trustees II Ltd, which con
firmed
that any amendments to scheme benefits made without the required actuarial confirmation are void, the trustee and company
have taken legal advice and thoroughly reviewed the implications of the ruling. After careful consideration and taking into account
the uncertainties that remain around the decision the trustee and company agree that it is reasonable not to investigate historic
compliance at this time given that no Section 37 compliance risks have been identified and in line with legal advice received.
On 5 June 2025, the Department for Work and Pensions (DWP) announced that the Government will introduce legislation to give
pension schemes affected by the Virgin Media ruling the ability to retrospectively obtain written actuarial con
firmation that historic
benefit changes met the necessary standards.
On 2 September 2025, the Government published draft amendments to the Pensions Scheme Bill which would give affected
pension schemes the ability to retrospectively obtain written actuarial confirmation that historical benefit changes met the
necessary standards. The draft legislation will need to be agreed by both Houses of Parliament before it passes into law.
Based on the Directors’ previous assessment that no further investigation was required, they believe that the DWP announcement
confirms their belie
f that no additional liabilities will arise from the Virgin media case and therefore the DBO has not been adjusted.
Scheme risks
The retirement benefit schemes are exposed to a number o
f risks, the most signi
ficant o
f which are –
Volatility
The defined benefit obligation is measured with re
ference to corporate bond yields and if scheme assets underperform relative to
this yield, this will create a deficit, all other things being equal. The scheme investments are well diversified such that the
failure of a
single investment would not have a material impact on the overall level of assets.
The schemes hold various liability driven investments comprising physical gilts, swap and leveraged gilt exposures to provide
asset protection against interest and inflation
factors inherent in their liability valuations. Collateral buffers have been further
strengthened by de-risking steps taken to disinvest from equities and it is believed the WPP has suf
ficient collateral to withstand
a sizable level of movement in interest rates. Of the scheme’s liabilities 102.5% are currently hedged against interest rates and
102.8% against inflation rate risk.
Changes in bond yields
A decrease in corporate bond yields will increase the defined benefit obligation. This would however be o
ffset to some extent by a
corresponding increase in the value of the scheme’s bond asset holdings.
Inflation risk
The majority of bene
fits in de
ferment and in payment are linked to price in
flation so higher actual inflation and higher assumed
inflation will increase the defined benefit obligation.
Life expectancy
The defined benefit obligation is generally made up o
f bene
fits payable
for life and so increases to members’ life expectancies will
increase the defined benefit obligation, all other things being equal.
Sensitivity of the retirement bene
fit obligation
The impact of changes to the key assumptions on the retirement bene
fit obligation is shown below. The sensitivity is based on a
change in an assumption whilst holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some
of the assumptions may be correlated. When calculating the sensitivity of the de
fined benefit obligation to significant actuarial
assumptions the same method has been applied as when calculating the pension obligation recognised in the Group balance sheet.
Wood | Wood | FW Inc | FW Inc | FW Inc | FW Inc | |
Pension Plan | Pension Plan | SEPP | SEPP | PPCE | PPCE | |
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
Approximate increase/(decrease) on scheme liabilities | $m | $m | $m | $m | $m | $m |
Discount rate | ||||||
Plus 0.5% | (115.8) | (146.6) | (2.6) | (3.2) | (4.2) | (5.2) |
Minus 0.5% | 127.9 | 163.0 | 2.7 | 3.5 | 4.6 | 5.6 |
Inflation | ||||||
Plus 0.25% (2023: 0.1%) | 28.8 | 15.0 | N/A | N/A | N/A | N/A |
Minus 0.25% (2023: 0.1%) | (28.3) | (14.9) | N/A | N/A | N/A | N/A |
Life expectancy | ||||||
Plus 1 year | 77.8 | 86.5 | 2.5 | 3.0 | 5.5 | 6.2 |
Minus 1 year | (77.5) | (87.0) | (2.6) | (3.0) | (5.4) | (6.1) |
The sensitivity analysis covering the impact of reasonably plausible movements in pension assumptions are included in the above
table. The 0.5% sensitivity applied is considered to be suf
ficient on the basis o
f minimal movements between 2024 and 2023 on the
interest rates of high-quality corporate bonds in the currency in which the bene
fits will be paid and that have terms to maturity
similar to those of the related retirement bene
fit obligation. The discount rate sensitivities can be extrapolated downwards and
upwards to broadly calculate the impact of a 0.25% and 1% discount rate movement respectively.
John Wood Group PLC
Annual Report and Financial Statements 2024
226
Notes to the financial statements
continued
34
Retirement benefit schemes
(continued)
Defined contribution plans
Pension costs for de
fined contribution plans were as
follows:
2024 |
2023 |
|
$m |
$m |
|
Defined contribution plans |
98.4 |
97.4 |
There were no material contributions outstanding at 31 December 2024 in respect of de
fined contribution plans.
The Group operates a Supplemental Executive Retirement Plan (SERP) pension arrangement in the US for certain employees.
During the year, the Group made contributions of $0.1m (2023: $0.1m) to the arrangement. Contributions are invested in a
portfolio of US funds and the fair value of the funds at the balance sheet date are recognised by the Group in other investments.
Investments held by the Group at 31 December amounted to $50.0m (2023: $51.3m) and will be used to pay benefits when
Contingent liabilities
General
A contingent liability is a potentially material present obligation that arises from past events but is not recognised because it is not
probable that an outflow o
f resources will be required to settle the obligation or the amount of the obligation cannot be measured
with suf
ficient reliability.
At the balance sheet date, the Group had cross guarantees extended to its principal bankers and surety providers in respect of
to the basis of preparation disclosure on going concern for further details on the banking facilities.
Legal Claims: From time to time, the Group is notified o
f claims in respect of work carried out on customer projects or as a
subcontractor to others. For a number of these claims the potential exposure is material. Where management believes we are in a
strong position to defend these claims no provision is made, such that no economic out
flow is probable. This includes:
(i) a civil administrative determination, made by the Contraloría General de la República de Colombia against two Amec Foster
Wheeler subsidiaries, along with 22 others, in relation to work carried out for Re
fineria de Cartagena, S.A between 2009 and 2016.
We are continuing to vigorously challenge this determination and whilst an economic outflow is possible, a reliable estimate cannot
be determined at this stage, and we are confident in our ability to prevail;
(ii) commercial disputes which arise predominantly within our Projects business, some of which may evolve within the next 12
months and these will be reassessed in future periods as the Group engages in defences to the claims; and
(iii) a potential risk of claims against the Group arising out of the risks identi
fied through the Independent Review surrounding
management override and weaknesses in key controls, or other risks that may emerge as the remediation plan continues. Based on
the substantial work undertaken in preparing the financial statements
for the year ended 31 December 2024, the Group does not
consider any future cash out
flow to be probable, and consequently no provision has been recorded.
(iv) The Group acquired Sunstone now known as Wood Group Canada, Inc. on March 31, 2014. One of Sunstone’s projects,
completed prior to the acquisition date, later became the subject of ongoing legal proceedings in North America post-acquisition.
The Group’s position is that it is too early to assess the likelihood of an out
flow or an amount .
As a consequence of the acquisition of AFW the Group was exposed to Legacy construction risk obligations in respect of a business
sold by AFW in 2007. The Group has conducted a desktop review of the portfolio of completed contracts at the point of disposal
of the business. To date we have not been able to perform any intrusive investigations into the properties and have no indication of
any cause for a potential claim against Wood Group. Based on the absence of any contradictory information and the information
known today, there is no meaningful way possible to value or reliably estimate any potential future obligation to Wood Group.
At any point in time there are a number of claims where it is too early to assess any probable out
flow based on the merit o
f the
claim. In performing this assessment, the directors considered the nature of existing litigations or claims, the progress of matters,
existing law and precedent, the opinions and views of legal counsel and other advisors, the Group’s experience in similar cases
(where applicable) and other facts available to the Group at the time of assessment. The director’s assessment of these factors
may change over time as individual litigations or claims progress.
The group carries insurance coverage and in the event of future economic out
flow arising with respect to any o
f these
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
227
35
Contingent liabilities
(continued)
Investigations
Following the settlement of the various regulatory investigations in 2021, it remains possible that there may be other adverse
consequences for the Group’s business including actions by authorities in other jurisdictions. At this time, these consequences
appear unlikely and therefore no provision has been made in respect of them in the
financial statements.
As announced on 27 June 2025, the Company is currently subject to an investigation by the UK Financial Conduct Authority. At this
time, the investigation is ongoing, and both the timing and outcome are uncertain but an economic outflow is probable. It has not
been possible to reliably estimate the quantum of any such cash out
flow, which could be material, and there
fore no provision has
been recorded.
Cyber incident
On 5 October 2025, Wood identified that an external threat actor had exploited a zero day vulnerability on 21 August 2025 with the
aim of ex
filtrating data
from one of the Group’s Oracle applications, noting Wood was one of many victims globally. An investigation
was undertaken using external cyber security specialists and no indicators of any additional malicious activity were identi
fied. Wood
has made a preliminary notification to the In
formation Commissioner’s Of
fice (ICO), the National Cyber Security Centre (NCSC) and
Action Fraud, and is considering its notification obligations to other authorities and any potentially impacted individuals. At the date
of these
financial statements, no
formal action has been taken by the ICO, or any other competent authority, in connection with the
incident. The Group does not consider any future cash out
flow to be probable, and consequently no provision has been recorded.
Employment claims
The Group received assessments from HMRC into the historical application of employer’s National Insurance Contributions to
workers on the UK Continental Shelf. The assessments have been appealed, and the case was heard at the First Tier Tax Tribunal in
July 2025. We believe it is more likely than not that we will be able to defend this challenge and therefore as a result do not expect
that it is probable a liability will arise. The maximum potential exposure to the Group in relation to tax and interest should we be
unsuccessful in our position is approximately $33.7m.
Indemnities and retained obligations
The Group has agreed to indemnify certain third parties relating to businesses and/or assets that were previously owned by the Group
and were sold to them. Such indemnifications relate primarily to breach o
f covenants, breach of representations and warranties,
as well as potential exposure for retained liabilities, environmental matters and third-party claims for activities conducted by the
Group prior to the sale of such businesses and/or assets. We have established provisions for those indemnities in respect of which we
consider it probable that there will be a successful claim, to the extent such claim is quanti
fiable. The Group sold its Built Environment
Consulting business to WSP in late 2022 and the share purchase agreement provided an indemnity for losses on three speci
fied
contracts , one of which is the subject of ongoing legal proceedings in North America, an out
flow is possible, but there is no reliable
estimation of out
flow. No provisions were considered necessary
for these contracts as at 31 December 2024.
Tax planning
HMRC have challenged the deductibility of certain interest expenses in relation to loans from Irish resident
finance companies to the
UK. The tax treatment of the Irish
finance companies under the UK controlled
foreign company regime was previously considered as
part of the EU State Aid challenge, but no state aid was found to apply. A signi
ficant amount o
f contemporaneous documentation
has been provided to HMRC regarding the transition from a previous
finance company structure in the Netherlands, and subsequent
funding of acquisitions via the Irish companies. HMRC continue with their enquiries. We believe that the interest deductions have
been appropriately taken in line with tax legislation and guidance and therefore do not expect any out
flow as a result. However we
continue to monitor case law in the area and will consider any challenges of HMRC if raised. The maximum potential exposure to the
Group including interest in relation to the interest deductions is approximately $39.7m and in the event of any amount ultimately
being payable there is no prospect of any reimbursement.
Management override and control risk
The company acknowledges that the risks identified through the independent review surrounding management over-ride and the
weaknesses in key controls presents an increased risk of
financial mis-statement. At the date o
f these
financial statements, through
the Remediation plan, the Company has taken significant steps to strengthen its processes, control environment and management.
However, the remediation process remains on-going and a risk therefore exists that further weaknesses could be identi
fied. Based
on the substantial work undertaken in preparing the financial statements
for the year ended 31 December 2024, the Group does not
consider any future cash out
flow to be probable, and consequently no provision has been recorded.
Following the Independent Review the Group has received a claim seeking damages for alleged losses as a result of the reduction in
the Group’s share price. The Group has continued to assess the merit, likely outcome and potential impact on the Group of any such
litigation that either has been or might potentially be brought against the Group. Any outcome is subject to a number of signi
ficant
John Wood Group PLC
Annual Report and Financial Statements 2024
228
Notes to the financial statements
continued
Capital and other financial commitments
2023 |
||
2024 |
(restated*) |
|
$m |
$m |
|
Contracts placed for future capital expenditure not provided in the financial statements |
92.0 |
92.7 |
The capital expenditure above relates to software costs which will be included within intangible asset additions when incurred.
2023 has been restated to remove $9.6m of contractual future spend on the SaaS arrangements, which following restatement (see
Related party transactions
The following transactions were carried out with the Group’s joint ventures. These transactions comprise sales and purchases of
goods and services and funding provided in the ordinary course of business. The receivables include loans to joint venture companies.
2024 |
2023 |
|
$m |
$m |
|
Sale of goods and services to joint ventures |
3.9 |
3.6 |
Purchase of goods and services from joint ventures |
0.4 |
0.6 |
Receivables from joint ventures |
6.8 |
9.8 |
Payables to joint ventures |
12.5 |
12.1 |
Compensation of key management personnel includes salaries, non-cash bene
fits and contributions to post-retirement benefits
schemes disclosed in note 33.
The Group operates a number of de
fined benefit pension arrangements and seeks to
fund these arrangements to ensure that all
benefits can be paid as and when they
fall due. The Group has an agreed schedule of contributions with the UK plan’s trustees
where amounts payable by the Group are dependent on the funding level of the respective scheme. The US plans are funded to
ensure that statutory obligations are met and contributions are generally payable to at least minimum funding requirements. Note
Post balance sheet
Stable Platform
The Company has agreed with its lenders an alternative package of amendments to the Existing Committed Debt Facilities and
certain of its other lenders to implement an alternative re
financing structure (the “Stable Plat
form”) in the event that:
• the Acquisition terminates;
•
Wood does not receive the Sidara Interim Funding following the Amendment and Extension becoming effective;
•
the Scheme is withdrawn, terminates or lapses in accordance with its terms (unless followed within
five business days by a
revised offer from Sidara to implement the Acquisition on substantially the same or improved terms and subject to no new
conditions);
•
the Acquisition does not become Effective by 1 March 2027 (or any such later date agreed between Wood and Sidara with the
consent of the UK Takeover Panel); or
•
the agreements documenting the Sidara Interim Funding and the commitment to provide the Sidara Completion Funding are
terminated.
In this scenario:
•
The Group would be required to deliver a recapitalisation plan to its lenders within 30 days of the Stable Platform coming into
effect, and failure to agree such plan with Wood’s lenders would lead to an event of default;
•
the maturity date of the Existing Committed Debt Facilities would be subject to a shorter extension to 20 October 2027
(unless the Company and 75% of each the RCF creditors, the Term Loan creditors and the USPP creditors agreed to extend the
maturity date to 20 October 2028);
• the Group would be subject to tighter undertakings and covenants;
•
the New Money Facility and the Existing Guarantee Facility would each be draw-stopped (unless consent was provided by the
required super majorities under each facility); and
•
the Group would be required to apply net disposal proceeds over $250 million in prepayment of the secured debt stack.
The Amendment and Extension can also toggle to switch to the more restrictive Stable Platform terms upon the prepayment or
cancellation of the agreements documenting the Sidara Interim Funding and the commitment to provide the Sidara Completion
Funding, without affecting the maturity date or pricing (i.e. without toggling into a full Stable Platform terms). Refer to the basis of
preparation disclosure on going concern for further details on the banking facilities.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
229
38
Post balance sheet
(continued)
Kelchner sale
In April, the Group announced the disposal of Kelchner for net cash proceeds of around $30m. The business was classi
fied held
for
sale at the balance sheet date.
RWG announcement
The Group announced in July 2025 that it had reached an agreement with Siemens to sell its 50% interest in RWG for a cash
consideration of $135m. The carrying value of the Group’s joint venture investment in RWG is $73.9m.
North American transmission and distribution business
The Group announced in Aug 28, 2025 that it had reached an agreement with Qualus, LLC to sell its North American transmission
and distribution business for a cash consideration of $110m. The carrying value of the of the business is $9.6m this does not include
an goodwill allocation.
Borrowing limit
As the Company finalised the accounts, it became apparent that, upon publication o
f these accounts, the current level of
borrowings of the Company would exceed the borrowing limit set out in the Company’s articles of association (the “Articles”). The
borrowing limit is set out in Article 98(B) of the Articles and is determined by reference to the adjusted capital and reserves of the
Company, as shown on the latest audited balance sheet.
Accordingly, as permitted by Article 98(B) of the Articles, the Company sought the sanction of shareholders, to exceed the
borrowing limit set out in Article 98(B) of the Articles for the period commencing on 23 October 2025 until 31 October 2028, which
enables the Company to operate without a constitutional borrowing limit during this period. This resolution was duly passed on 23
October 2025.
This ensures that the Group’s current and forecast borrowings do not breach the threshold set out in Article 96.
Other
The directors have reviewed the position of the Group, up to the date authorised for issue of these
financial statements and have
not identified any events arising a
John Wood Group PLC
Annual Report and Financial Statements 2024
230
Notes to the financial statements
continued
Subsidiaries, joint ventures and other related undertakings
The Group’s subsidiary and joint venture undertakings at 31 December 2024 are listed below. All subsidiaries are fully consolidated in
the financial statements. Ownership interests noted in the table reflect holdings o
f ordinary shares.
Subsidiaries
Ownership |
||
Company Name |
Registered Address |
Interest % |
Algeria |
||
SARL Wood Group Algeria |
Regus Algeria, Tour Nord, Centre Commercial et Administratif de Bab Ezzouar,, Quartier |
100 |
d’affaires de Bab Ezzouar, Algeria Properties |
||
Wood Group Somias SPA |
PO Box 67, Elmalaha Road (Route des Salines), Elbouni, Annaba, Algeria |
55 |
Angola |
||
Production Services Network Angola Limitada |
RuaKima Kienda, Edificio SGEP, 2nd Floor, Apartment 16, Boavista District, Ingombota, Luanda, |
49* |
Angola |
||
Wood Group Kianda Limitada |
No 201, Rua Engenheiro Armindo de Andrade,Bairro Miramar, Simbizanga, Luanda, Angola |
41* |
Argentina |
||
Foster Wheeler E&C Argentina S.A. |
Paraguay 1866, Buenos Aires, Argentina |
100 |
ISI Mustang (Argentina) S.A. |
Pedro Molina 714, Provincia de Mendoza, Ciudad de Mendoza, Argentina |
100 |
Wood Solar Argentina S.A.U. |
||
Tucuman 1 Floor 4, Buenos Aires, Argentina |
100 |
|
Wood Wind Argentina S.A.U. |
||
Australia |
||
Amec Foster Wheeler Australia Pty Ltd |
||
Aus-Ops Pty Ltd |
||
Innofield Services Pty Ltd |
||
SVT Holdings Pty Ltd |
Level 1, 240 St Georges Terrace, Perth, WA 6000, Australia |
100 |
Wood Australia Architecture Pty Ltd |
||
Wood Group Australia PTY Ltd |
||
Wood Group Kenny Australia Pty Ltd |
||
RIDER HUNT INTERNATIONAL (AUSTRALIA) PTY LTD |
||
Wood Australia Pty Ltd |
Level 3, 171 Collins Street, Melbourne, VIC 3000, Australia |
100 |
Wood Field Services Pty Ltd |
||
Azerbaijan |
||
AMEC Limited Liability Company |
37 Khojali Street, Baku, AZ1025, Azerbaijan |
100 |
Wood Group PSN Azerbaijan LLC |
Khojali Avenue,Building 37, Khatal District, Baku, AZ1025, Azerbaijan |
100 |
Bermuda |
||
Foster Wheeler Ltd. |
Clarendon House, 2 Church Street, Hamilton, HM-11, Bermuda |
100 |
FW Management Operations, Ltd. |
Clarendon House, 2 Church Street, Hamilton HM CX, Bermuda |
100 |
Brazil |
||
Amec Foster Wheeler America Latina, Ltda. |
Rua Evaristo da Veiga No. 65, Salas 1101, 1201 e 1202 do Sector 1, Edificio Passeio Corporate, |
100 |
Centro, Rio de Janeiro, CEP 20.031-040, Brazil |
||
Amec Foster Wheeler Brasil S.A. |
Avenida das Americas, n 3.434, Bloco 2, salas 307 e 308, Centro Empresarial Mario Henrique |
|
100 |
||
AMEC Petroleo e Gas Ltda. |
Simonsen, Barra da Tijuca, CEP 22.640-102, Brazil |
|
AMEC Projetos e Consultoria Ltda |
Rua Professor Moraes No. 476, Loja 5, Sobreloja, Bairro Funcionarios, Belo Horizonte, Minas |
100 |
Gerais, 30150-370, Brazil |
||
FW Industrial Power Brazil Ltda |
Alameda Santos, 1293, Room 63, Cerqueira César, Sao Paulo, 01419-002, Brazil |
100 |
Santos Barbosa Tecnica Comercio e Servicos Ltda. |
Estrada Sao Jose do Mutum, 301 - Imboassica, Cidade de Macae, Rio de Janeiro, CEP 27973-030, Brazil |
100 |
Wood Group Engineering and Production Facilities |
Rua Ministro Salgado Filho,119, Cavaleiros, Cidade de Macae,CEP 27920-210, Estado do Rio de Janeiro |
100 |
Brasil Ltda. |
||
Wood Group Kenny do Brasil Servicos de |
Rua Sete de Setembro, 54 - 4 andares, Centro, Rio de Janeiro - RJ, CEP 20050-009, Brazil |
100 |
Engenharia Ltda. |
||
Brunei Darussalam |
||
Amec Foster Wheeler (B) SDN BHD |
Unit No.s 406A-410A, Wisma Jaya, Jalan Pemancha, Bandar Seri Begawan BS8811, Brunei Darussalam |
100 |
Cameroon |
||
Amec Foster Wheeler Cameroun SARL |
Cap Limboh, Limbe, BP1280, Cameroon |
100 |
Canada |
||
2292127 Alberta Ltd. |
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P 0R3, Canada |
100 |
Amec Foster Wheeler Canada Ltd. |
Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 - 3rd Ave. S.W., Calgary, AB, |
100 |
T2P 0R3, Canada |
||
Rider Hunt International (Alberta) Inc. |
900 AMEC Place, 801-6th Avenue S.W., Calgary, AB, T2P 3W3, Canada |
100 |
Wood Canada Limited |
||
1900, 520 - 3rd Avenue SW, Calgary, AB, T2P 0R3, Canada |
100 |
|
Wood Group Asset Integrity Solutions, Inc. |
||
Wood Group Canada, Inc. |
Borden Ladner Gervais LLP, Centennial Place, East Tower, 1900, 520 - 3rd Ave. S.W., Calgary, AB, |
100 |
T2P 0R3, Canada |
||
Wood Solar Canada Ltd. |
||
1900, 520 - 3rd Ave. S.W., Calgary, AB, T2P 0R3, Canada |
100 |
|
Wood Wind Canada Ltd. |
||
Cayman Islands |
||
FW Chile Holdings Ltd. |
Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, George |
100 |
Town, KY1-1111 |
||
Wood Group O&M International, Ltd. |
Sterling Trust (Cayman) Limited, Whitehall House, 238 North Church Street, George Town, KY1- |
100 |
1102, Cayman Islands |
||
Chile |
||
Amec Foster Wheeler Talcahuano, Operaciónes y |
Camino A Ramuntcho 3230, Sector 4 Esquinas, Talcahuano, Chile |
100 |
Mantenciones Limitada |
||
ISI Mustang Chile SpA |
Calle Providencia 337, off. 7, Comuna de Providencia, Santiago, Chile |
100 |
Wood Chile Limitada |
Avenida Presidente Riesco 5335, piso 8, Las Condes, Chile |
100 |
Wood Ingenieria y Consultoria Chile Limitada |
Avenida Larrain 5862, Piso 11, La Reina, Santiago, 7870154, Chile |
100 |
China |
||
Liaoning Province Pharmaceutical Planning and |
3rd Floor, Gate 4, 153-10 Chuangxin Road, Hunnan District, Shenyang, Liaoning Province, China |
100 |
Designing Institution Co. Ltd. |
||
Shenyang Dongyu Youan Pharmaceutical |
Gate 2, 8# Wulihe Street, Heping District, Shenyang, Liaoning Province, China |
76 |
Technology Co. Ltd. |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
231
39
Subsidiaries, joint ventures and other related undertakings
(continued)
Subsidiaries
Ownership | ||
Company Name | Registered Address | Interest % |
Colombia | ||
Wood Engineering & Consultancy Colombia S.A.S. | Carrera 11 A No. 96-51 5th floor, Bogota D.C., Colombia | 100 |
Cyprus | ||
WGPS International Limited | ||
Elenion Building, 2nd Floor, 5 Themistocles Street, CY-1066 Nicosia,CY-1310 Nicosia, PO Box 25549, | ||
Wood Group Angola Limited | 100 | |
Cyprus | ||
Wood Group Equatorial Guinea Limited | ||
Democratic Republic of Congo | ||
MDM Engineering SPRL | 32 Avenue 3Z, Commune de Kasuku, Ville de Kindu, Democratic Republic of Congo | 100 |
Egypt | ||
Foster Wheeler Petroleum Services S.A.E. | Al-Amerya General Free Zone, Alexandria, Egypt | 100 |
Equatorial Guinea | ||
Baker Energy International Equatorial Guinea S.A. | Bioko, Island Region, Malabo | 65 |
Hexagon Sociedad Anonima con Consejo de | c/o Solege, Calle Kenia S/N, Malabo, Equatorial Guinea | 65 |
Administracion | ||
France | ||
Amec Foster Wheeler France S.A. | 14, Place de la Coupole, Charenton-le-Pont, France, 94220 | 100 |
Wood Group Engineering Services (France) SAS | 6Pl de la Madeleine, 75008, Paris, France | 100 |
Wood Group France SAS | 108 rue de Longchamp 75116 Paris | 100 |
Gabon | ||
Production Services Network Gabon SARL | 1.149, Republic Boulevard, CEDAM Building, 6th Floor, Bali - Douala, Douala, PO Box 3586, Cameroon | 100 |
Germany | ||
Bauunternehmung Kittelberger GmbH i.L. | Liebigstr. 1-3, Kaiserslautern, 67661, Germany | 100 |
KIG Immobilien Beteiligungsgesellschaft mbH | ||
Hammstrasse 6, 04129 Leipzig, Germany | 100 | |
KIG Immobiliengesellschaft mbH & Co. KG | ||
Wood E&IS (Renewables) GmbH | Zippelhaus 4, 20457 Hamburg, Germany | 100 |
Ghana | ||
Wood & BBS Ghana Ltd | No 4 Momotsa Avenue, Behind All Saints Anglican Church, Adabraka, Accra, Ghana | 80 |
Wood Group Ghana Limited | 20 Jones Nelson Road, Adabraka, Accra, Ghana | 49* |
Greece | ||
Amec Foster Wheeler Hellas Engineering and | 15 Meandrou Street, Athens, 115 28, Greece | 100 |
Construction Societe Anonyme | ||
Guatemala | ||
AMEC Guatemala Engineering and Consulting, | Ciudad Guatemala, Guatemala | 100 |
Sociedad Anonima | ||
Guernsey | ||
AMEC Operations Limited | 22 Havilland Street, St Peter Port, GY1 2QB, Guernsey | 100 |
Garlan Insurance Limited | PO Box 33, Maison Trinity, Trinity Square, St Peter Port, GY1 4AT, Guernsey | 100 |
Wood USA Holdings Limited | 22 Havilland Street, St Peter Port, GY1 2QB, Guernsey | 100 |
Hong Kong | ||
AMEC Asia Pacific Limited | 3806, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong | 99 |
India | ||
Ingenious Process Solutions Private Limited | 307, Atlanta Estate, 3rd Floor, Hanuman Tekdil Road Vitbhatti, Off. W.E. Highway, Goregaon | 100 |
(East) Mumbai MH 400063 | ||
Mustang Engineering India Private Limited | ||
6th Floor, Zenith Building, Ascendas IT Park, CSIR Road, Taramani, Chennai 600 113, India | 100 | |
Wood India Engineering & Projects Private Limited | ||
Wood Group Kenny India Private Limited | 15th Floor Tower-B, Building No. 5, DLF Cyber City, ,HR, Phase III Gurgaon Gurgaon, 122002, India | 100 |
Wood Group PSN India Private Limited | 5th Floor, Zenith Building, Ascendas IT Park, CSIR Road, Taramani, Chennai, 600113, India | 100 |
Indonesia | ||
PT AGRA Monenco | c/o 2020 Winston Park Drive, Suite 700, Oakville, ON, L6H 6X7, Canada | 100 |
PT Amec Foster Wheeler Indonesia | Perkantoran Pulo mas Blok VII No. 2, Jl Perintis Kemerdekaan, Pulo Gadung, Jakarta, Timur, Indonesia | 55 |
PT Australian Skills Training | Green Town Warehouse No. 2, Bengkong-Batam-Indonesia, Indonesia | 95 |
PT Foster Wheeler O&G Indonesia | Perkantoran Pulo mas Blok VII No.2, Jl. Perintis Kemerdekaan, Pulo Gadung, Jakarta Timur 13260, | 90 |
Indonesia | ||
PT Harding Lawson Indonesia | c/o 2020 Winston Park Drive, Suite 700, Oakville, ON, L6H 6X7, Canada | 95 |
PT Simons International Indonesia | c/o 2020 Winston Park Drive, Suite 7000, Oakville, Ontario, Canada | 100 |
PT Wood Group Indonesia | Gedung Perkantoran Prudential Centre, Kota Kasablanka, Lantai 22, Unit A, J1, Cassablanca Kav, | 90 |
88 Kel. Menteng Dalam, Kec.Tebet, Kota Adm, Jarkarta Selantan, DKI Jarkarta, Malaysia | ||
Iran | ||
Foster Wheeler Adibi Engineering | 9th Floor Aluminumm Building, Avenue Shah, Tehran | 45 |
Wood Group Iran - Qeshm Company (pjs) | No 2564, Hafez Street, Toola Industrial Park,Qeshm Island, Annaba, Iran | 97 |
Iraq | ||
Ghabet Al Iraq for General Contracting and | Suite 24, Building 106,St 19, Sec 213, Al-Kindi St, Al-Haritheeya Qts, Baghdad, Iraq | 100 |
General Engineering Services and Engineering | ||
Consultancy, and Employment of Iraqi, Arabs, and | ||
Foreign Manpower Limited Liability Company | ||
Touchstone General Contracting, Engineering | Flat no. 23A, 3rd Floor, near Kahramana Square Anbar Building, District no. 903, Hay Al Karada, | 100 |
Consultancy and Project Management LLC | Baghdad, Iraq | |
Ireland | ||
Wood Group Kenny Ireland Limited | Second Floor, Blocks 4 and 5, Galway Technology Park, Parkmore, Galway, Ireland | 100 |
John Wood Group PLC
Annual Report and Financial Statements 2024
232
Notes to the financial statements
continued
39
Subsidiaries, joint ventures and other related undertakings
(continued)
Subsidiaries
Ownership | ||
Company Name | Registered Address | Interest % |
Italy | ||
Concetto Green S.r.l | ||
Concettorinnovabile s.r.l. | ||
ForEarth S.r.l | ||
Geo Rinnovabile S.r.l. | ||
Green2dream s.r.l. | ||
Green2grid S.r.l | ||
Greendream1 S.r.l. | ||
Greendream2 S.r.l. | ||
HWF S.r.l. | ||
Hybrid Energy S.r.l. | ||
Newagro s.r.l. | ||
Oro Rinnovabile s.r.l. | Via S. Caboto 15, Corsico, Milan, 20094, Italy | 100 |
Orosolare s.r.l. | ||
Res4green s.r.l. | ||
Res4planet S.r.l | ||
Res4power s.r.l. | ||
Resergy S.r.l | ||
Transizione s.r.l. | ||
Transizioneverde s.r.l. | ||
Tre Rinnovabili S.r.l. | ||
Versogreen s.r.l. | ||
Wood Italiana S.r.l. | ||
Wood Solare Italia S.r.l. | ||
Jamaica | ||
Monenco Jamaica Limited | c/o 2020 Winston Park Drive, Suite 700, Oakville, ON, L6H 6X7, Canada | 100 |
Jersey | ||
RHI Talent UK Limited | ||
Wood Group Engineering Services (Middle East) | ||
28 Esplanade, St Helier, JE2 3QA, Jersey | 100 | |
Limited | ||
Wood Group Production Facilities Limited | ||
Kazakhstan | ||
AMEC Limited Liability Partnership | ||
QED International (Kazakhstan) Limited Liability | 100 | |
46 Satpayev St., Atyrau City, Atyrau Oblast, 060011, Kazakhstan | ||
Partnership | ||
Wood Group Kazakhstan LLP | 100 | |
Kuwait | ||
AMEC Kuwait Project Management and | 2nd Floor, Al Mutawa Building, Ahmed Al Jaber Street, Sharq, Kuwait City | 49* |
Contracting Company W.L.L. | ||
Luxembourg | ||
Financial Services S.à r.l. | ||
15, Boulevard Friedrich Wilhelm Raiffeisen, L-2411, Luxembourg | 100 | |
FW Investment Holdings S.à r.l. | ||
Malaysia | ||
Amec Foster Wheeler OPE Sdn. Bhd. | ||
Suite 1005, 10th Floor, Wisma Hamzah-Kwong Hing, No. 1, Leboh Ampang, Kuala Lumpur, 50100, | 100 | |
Foster Wheeler (Malaysia) Sdn. Bhd. | ||
Malaysia | ||
Foster Wheeler E&C (Malaysia) Sdn. Bhd. | 70 | |
BMA Engineering SDN. BHD. | Unit C-12-4, Level 12, Block C, Megan Avenue II, Wilayah Persekutuan,Wilayah Persekutuan, Kuala | 100 |
Lumpur, 50450, Malaysia | ||
Rider Hunt International (Malaysia) Sdn Bhd | Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, | 100 |
Wood Group Mustang (M) Sdn. Bhd. | Kuala Lumpur, 50490, Malaysia | |
Wood Group Kenny Sdn Bhd | c/o Securities Services (Holdings) Sdn Bhd, level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar | 25* |
Damansara, Damansara Heights, ,Kuala Lumpur, Damansara Town Centre, Damansa, 50490, Malaysia | ||
Mauritius | ||
MDM Engineering Investments Ltd | ||
1st Floor, Felix House, 24 Dr Joseph Street, Port Louis, Mauritius | 100 | |
MDM Engineering Projects Ltd | ||
P.E. Consultants, Inc. | c/o First Island Trust Company Ltd, Suite 308, St. James Court, St. Denis Street, Port Louis, Mauritius | 100 |
Mexico | ||
AGRA Ambiental S.A. de C.V. | c/o 2020 Winston Park Drive, Suite 700, Oakville, ON, L6H 6X7, Canada | 100 |
Amec Foster Wheeler Energia Mexico S. de R.L. | Av. Vasconcelos 453, Colonia del Valle 66220 Nuevo Leon, Monterrey (Estados Unidos de México), | 100 |
de C.V. | Mexico | |
Amec Foster Wheeler Mexico, S.A. de C.V. | David Alfaro Siqueiros No.104, Piso 2, Colonia Valle Oriente, San Pedro Garza Garcia, Nuevo Leon, | 100 |
C.P. 66269, Mexico | ||
Foster Wheeler Constructors de Mexico S. de R.L. | 699 15th Street, 6th Avenue, Agua Prieta, Sonora, Mexico | 80 |
de C.V. | ||
Global Mining Projects and Engineering, S.A. de C.V. | Calle Coronado 124, Zona Centro, Chihuahau, Chihuahau, 31000, Mexico | 100 |
Harding Lawson de Mexico S.A. de C.V. | Edificio Omega, Campos Eliseos 345, floors 2, 3 & 11, Chapultepec Polanco 11560 Mexico, D.F. | 100 |
Wood Group de Mexico S.A. de C.V. | Insurgentes Sur #619 piso 10, Colonia Napoles, Municipio Benito Juarez, between Calle Vermont | 100 |
and Calle Yosemite, Mexico City, 03810, Mexico | ||
Wood Group Management Services de Mexico, | Blvd. Manuel Avila Camacho 40 - 1801, Lomas de Cahpultepec, Delgacion Miguel Hidalgo, Mexico, | 100 |
S.A. de C.V. | D.F. 11000 | |
Mongolia | ||
AMEC LLC | Mongol TV Tower-1005, Chinggis Avenue, Sukhbaatar District, 1st khoroo, Ulaanbaatar, Mongolia | 100 |
Mozambique | ||
Amec Foster Wheeler Mozambique Limitada | Mocambique, Maputo Cidade, Distrito Urbano 1, Bairro Sommerschield II, Av. Julius Nyerere, nº | 100 |
3412, Maputo, Mozambique | ||
Wood Group Mozambique, Limitada | 73 Rua Jose Sidumo, Bairro da Polana, Maputo, Mozambique | 100 |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
233
39
Subsidiaries, joint ventures and other related undertakings
(continued)
Subsidiaries
Ownership | ||
Company Name | Registered Address | Interest % |
Netherlands | ||
AMEC GRD SA B.V. | Meander 251, Arnhem, 6825 MC, Netherlands | 100 |
AMEC Holland B.V. | ||
EDGE Amsterdam West, Basisweg 10, 1043 AP, Amsterdam, Netherlands | 100 | |
AMEC Investments B.V. | ||
Foster Wheeler Continental B.V. | ||
Naritaweg 165, 1043 BW Amsterdam, Netherlands | 100 | |
Foster Wheeler Europe B.V. | ||
John Wood Group B.V. | ||
C/O Centralis Netherlands BV, Zuidplein 126, WTC, Toren H 15e, Amsterdam, 1077XV, Netherlands | 100 | |
John Wood Group Holdings BV | ||
New Zealand | ||
M&O Pacific Limited | 26 Manadon Street, Spotswood, New Plymouth, 4310, New Zealand | 100 |
Nigeria | ||
AMEC Contractors (W/A) Limited | 13A AJ Marinho Drive, Victoria Island, Lagos, Nigeria | 100 |
AMEC King Wilkinson (Nigeria) Limited | No 3, Hospital Road, PO Box 9289, Lagos, Nigeria | 100 |
AMEC Offshore (Nigeria) Limited | 18th Floor, Western House, 8/10 Broad street, Lagos, Nigeria | 75 |
Foster Wheeler (Nigeria) Limited | 1 Murtala Muhammed Drive, (Formerly Bank Road), Ikoyi, Lagos, Nigeria | 100 |
Foster Wheeler Environmental Company Nigeria | c/o Nwokedi & Co., 21 Ajasa Street, Onikan, Nigeria | 87 |
Limited | ||
JWG Nigeria Limited | 13 Sumbo Jibowu Street, Ikoyi, Lagos, Nigeria | 100 |
Overseas Technical Services Nigeria Limited | 13 Sumbo Jibowu Street, Ikoyi, Lagos, Nigeria | 93 |
Norway | ||
Wood Group Norway AS | Fokserodveien 12, Sandefjord, 3241, Norway | 100 |
Oman | ||
Wood Engineering Consultancy LLC | PO Box 1469, Postal Code 133, Al-Khuwair, Sultanate of Oman | 60 |
Wood LLC | Bldg No. 89, Way No. 6605, Al Oman Street, Ghala Industrial Area, P.O. Box 293, Al Khuwair, PC | 70 |
133, Oman | ||
Papua New Guinea | ||
Wood Engineering PNG Ltd | Deloitte Touche Tohmatsu, Level 9, Deloitte Haus, Macgregor Street, Section 8, Allotment 19, Port | 100 |
Moresby, National Capital District, Papua New Guinea | ||
Wood Group PNG Limited | Dentons PNG, Level 5, Bsp Haus, Harbour City, Port Moreseby,Papau New Guinea, National | 100 |
Capital District, Papua New Guinea | ||
Peru | ||
Wood Group Peru S.A.C. | Av. de la Floresta 407, 5th Floor, San Borja, Lima, Peru | 100 |
Philippines | ||
Foster Wheeler (Philippines) Corporation | U-7A, 7/F PDCP Bank Centre,V.A. Rufino St. Corner L.P. Leviste St., Salcedo Village, Makati City, PH, 1227 | 100 |
Production Services Network Holdings Corp. | 585 ME National Road HW, Barangay Alangilan, Batangas City, Batangas, Philippines | 100 |
PSN Production Services Network Philippines Corp | 12th Floor, Net One Center,26th Street Corner, 3rd Avenue, Crescent Park West,Taguig, Metro | 100 |
Manilla, Bonifacio Global City, 1634, Philippines | ||
Poland | ||
Amec Foster Wheeler Consulting Poland Sp. z o.o. | ul. Chmielna 132/134, Warsaw, 00-805, Poland | 100 |
Portugal | ||
Amec Foster Wheeler (Portugal) Lda | Avenida Barbosa du Bocage 113-4, Lisboa, 1050-031, Portugal | 100 |
Romania | ||
AMEC Operations S.R.L | Rooms 1 and 2, 2nd Floor, No. 59 Strada Grigore Alexandrescu, Sector 1, Bucharest 010623, Romania | 100 |
Russia | ||
OOO Amec Foster Wheeler | Of fice E-100, Park Place, 113/1, Leninsky Prospekt, 117198, Moscow, Russian Federation 113/1, | 100 |
Leninsky Prospekt, 117198, Moscow, Russian Federation | ||
Production Services Network Eurasia LLC | 100 | |
2-6 Floors,88 Amurskaya, Yuzhno-Sakhalinsk, 693020, Russian Federation | ||
Production Services Network Sakhalin LLC | 99 | |
Saudi Arabia | ||
Amec Foster Wheeler Energy and Partners | Majd Business Center, Tower B, P.O. Box 30920, King Faisal Road, Al-Khobar, 31952, Saudi Arabia | 75 |
Engineering Company | ||
Mustang and Faisal Jamil Al-Hejailan Consulting | PO Box 9175, Almalaz, Salahuddin Alayoubi Street, Riyadh, 11413, Saudi Arabia | 70 |
Engineering Company | ||
Mustang Saudi Arabia Co. Ltd. | King Fahad Road, Rakah, Po Box 8145, Al-Khobar, 34225, Saudi Arabia | 100 |
Singapore | ||
Amec Foster Wheeler Asia Pacific Pte. Ltd. | One Marina Boulevard #28-00, Singapore, 018989, Singapore | 100 |
AMEC Global Resources Pte Limited | 991E Alexandra Road, #01 - 25, 119973, Singapore | 100 |
Foster Wheeler Eastern Private Limited | ||
1 Marina Boulevard, #28-00, Singapore 018989 | 100 | |
OPE O&G Asia Pacific Pte. Ltd. | ||
Rider Hunt International (Singapore) Pte Limited | 24 Raf fles Place, #24-03 Cli fford Centre, Singapore, 048621 | 100 |
Simons Pacific Services Pte Ltd. | 8 Marina Boulevard #05-02, Marina Bay Financial Centre, Singapore, 018981, Singapore | 100 |
Wood Group International Services Pte. Ltd. | 991E Alexandra Road, #01 - 25, 119973, Singapore | 100 |
Slovakia | ||
The Automated Technology Group (Slovakia) s.r.o. | c/o, Kinstellar s.r.o., Hviezdoslavovo nám 13, Bratislava, 811 02, Slovakia | 100 |
South Africa | ||
Amec Foster Wheeler Properties (Pty) Limited | 100 | |
Waterfall Corporate Campus, Building 6, 74 Waterfall Drive Waterval City, Gauteng, 2090, South | ||
Wood BEE Holdings (Proprietary) Ltd | 58 | |
Africa | ||
Wood South Africa (PTY) Ltd | 70 | |
AMEC Minproc (Proprietary) Limited | 2 Eglin Road, Sunninghill, 2157, South Africa | 100 |
Wood Minerals and Metals Africa (Pty) Ltd | 100 | |
Building Number 2 - Silverstream Business Park, 10 Muswell Road South, Bryanston, Gauteng, 2021 | ||
Rider Hunt International South Africa (Pty) Ltd | 83 | |
Wood Mining South Africa (Pty) Ltd | Building No. 2, Silver Stream Business Park, 10 Muswell Road South, Bryanston, Gauteng, 2021, | 100 |
South Africa | ||
South Korea | ||
AMEC Korea Limited | KG Tower 5F, 92 Tongil-ro, Jung-gu, Seoul 04517, Korea | 100 |
John Wood Group PLC
Annual Report and Financial Statements 2024
234
Notes to the financial statements
continued
39
Subsidiaries, joint ventures and other related undertakings
(continued)
Subsidiaries
Ownership | ||
Company Name | Registered Address | Interest % |
Spain | ||
Amec Foster Wheeler Energia, S.L.U. | Calle Gabriel Garcia Marquez, no 2, Parque Empresarial Madrid, Las Rozas, 28232 Las Rozas, | |
100 | ||
Wood Iberia S.L.U. | Madrid, Spain | |
Switzerland | ||
A-FW International Investments GmbH | c/o Intertrust Services (Schweiz) AG, Alpenstrasse 15, 6300, Zug, Zug, Switzerland | 100 |
Wood Engineering AG | Lohweg 6, 4054 Basel, Switzerland | 100 |
Tanzania | ||
MDM Projects-Tanzania Limited | Plot No. 483, Garden Road, Mikocheni Ward, Kinondoni District, Dar es Salaam, 14112, Tanzania, | 100 |
the United Republic of | ||
Thailand | ||
Amec Foster Wheeler Holding (Thailand) Limited | ||
1st Floor Talaythong Tower, 53 Moo 9, Sukhumvit Road, Thungsukla, Sriracha, Chonburi, 20230, Thailand | 100 | |
Foster Wheeler (Thailand) Limited | ||
Trinidad and Tobago | ||
Wood Group Trinidad & Tobago Limited | 18 Scott Bushe Street, Port of Spain, Trinidad and Tobago | 100 |
Turkey | ||
Amec Foster Wheeler Bimas Birlesik Insaat ve | Kucukbakkalkoy Mah, Çardak Sok, No.1A Plaza, 34750 Atasehir, Istanbul, Turkey | 100 |
Muhendislik A.S. | ||
Uganda | ||
Wood Group PSN Uganda Limited | KAA House, Plot 41,Nakasero Road, PO Box 9566, Kampala, Uganda | 100 |
Ukraine | ||
Wood Ukraine LLC | Room 398, Building 26, Obolonskyi Avenue, Kyiv City, 04205, Ukraine | 100 |
United Arab Emirates | ||
Production Services Network Emirates LLC | Unit 1301-CI Tower, Level 13, Al Bateen Street, Khalidiya, Abu Dhabi, PO Box 105828 | 49* |
PSN Overseas Holding Company Limited | The MAZE Tower, 15th Floor, Sheikh Zayed Road, PO Box 9275, Dubai, United Arab Emirates | 100 |
United Kingdom | ||
Amec Construction Scotland Ltd | Annan House, Palmerston Road, Aberdeen, Scotland, AB11 5QP | 100 |
AFW Finance 2 Limited | ||
AMEC (F.C.G.) Limited | ||
AMEC (MH1992) Limited | ||
AMEC (MHL) Limited | ||
AMEC (WSL) Limited | ||
AMEC BKW Limited | ||
AMEC Bravo Limited | ||
AMEC Building Limited | ||
AMEC Capital Projects Limited | ||
AMEC Civil Engineering Limited | ||
Amec Foster Wheeler (Holdings) Limited | ||
Amec Foster Wheeler Earth and Environmental | ||
(UK) Limited | ||
Amec Foster Wheeler Energy Limited | ||
Amec Foster Wheeler Finance Asia Limited | ||
Amec Foster Wheeler Finance Limited | ||
Amec Foster Wheeler Group Limited | ||
Amec Foster Wheeler International Limited | ||
Amec Foster Wheeler Limited | ||
AMEC Investments Europe Limited | ||
AMEC Offshore Limited | ||
AMEC Process and Energy Limited | ||
AMEC Project Investments Limited | ||
AMEC Services Limited | ||
AMEC Trustees Limited | ||
AMEC USA Holdings Limited | ||
AMEC Wind Developments Limited | ||
Automated Technology Group Holdings Limited | Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, England | 100 |
Foster Wheeler (G.B.) Limited | ||
Foster Wheeler (London) Limited | ||
Foster Wheeler (Process Plants) Limited | ||
Foster Wheeler E&C Limited | ||
Foster Wheeler Environmental (UK) Limited | ||
Foster Wheeler Europe | ||
Foster Wheeler World Services Limited | ||
FW Investments Limited | ||
Integrated Maintenance Services Limited | ||
Metal and Pipeline Endurance Limited | ||
Press Construction Limited | ||
Process Plants Suppliers Limited | ||
Production Services Network Bangladesh Limited | ||
PSJ Fabrications Ltd | ||
Rider Hunt International Limited | ||
Sandiway Solutions (No 3) Limited | ||
Wood and Company Limited | ||
Wood Finance UK Limited | ||
The Automated Technology Group Limited | ||
Wood Group/OTS Limited | ||
Wood International Limited | ||
Wood Limited | ||
Wood Pensions Trustee Limited | ||
Wood Transmission and Distribution Limited | ||
Wood UK Limited | ||
Wood Group Kenny Limited | ||
Wood Group Kenny UK Limited |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
235
Subsidiaries
Ownership | ||
Company Name | Registered Address | Interest % |
East Mediterranean Energy Services Limited | c/o Ledingham Chalmers LLP, 3rd Floor, 68-70 George Street, Edinburgh, EH2 2LR, United Kingdom | 100 |
James Scott Limited | Ground Floor, 15 Justice Mill Lane, Aberdeen, AB11 6EQ, Scotland | 100 |
Foster Wheeler UK Investments Limited | ||
HFA Limited | ||
John Wood Group Holdings Limited | ||
JWG Investments Limited | ||
JWGUSA Holdings Limited | ||
Mustang Engineering Limited | ||
Production Services Network (UK) Limited | ||
PSN (Angola) Limited | ||
PSN (Philippines) Limited | ||
PSN Asia Limited | ||
PSN Overseas Limited | ||
QED International (UK) Limited | ||
WGPSN (Holdings) Limited | ||
WGPSN Eurasia Limited | ||
Wood (Indonesia) Limited | Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE, Scotland, | 100 |
Wood Group Algeria Limited | United Kingdom | |
Wood Group Algiers Limited | ||
Wood Group Annaba Limited | ||
Wood Group Arzew Limited | ||
Wood Group Engineering & Operations Support | ||
Limited | ||
Wood Group Engineering (North Sea) Limited | ||
Wood Group Hassi Messaoud Limited | ||
Wood Group Holdings (International) Limited | ||
Wood Group Investments Limited | ||
Wood Group Kenny Corporate Limited | ||
Wood Group Limited | ||
Wood Group Power Investments Limited | ||
Wood Group Production Services UK Limited | ||
Wood Group UK Limited | ||
SgurrEnergy Limited | St Vincent Plaza, 319 St Vincent Street, Glasgow, G2 5LP, Scotland, United Kingdom | 100 |
United States | ||
Foster Wheeler US Investments, Inc. | Brandywine Plaza 1521 Concord Pike, Suit 201, Wilmington, New Castle County, DE, 19803, United | 100 |
States | ||
Amec Foster Wheeler Power Systems, Inc. | ||
Foster Wheeler Intercontinental Corporation | c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, | 100 |
Foster Wheeler Realty Services, Inc. | DE, 19801 | |
Thelco Co. | ||
Equipment Consultants, Inc. | Corporation Trust Company, 1209 Orange Street, Wilmington, DE, 19801 | 100 |
Barsotti’s Inc. | Perryville Corporate Park, 53 Frontage Road, PO Box 9000, Hampton, NJ, 08827-90000 | 100 |
Amec Foster Wheeler Arabia Ltd. | ||
Amec Foster Wheeler Environmental Equipment | ||
Company, Inc. | ||
Amec Foster Wheeler Industrial Power Company, | ||
Inc. | ||
Amec Foster Wheeler Martinez, Inc. | ||
Amec Foster Wheeler North America Corp. | ||
Amec Foster Wheeler USA Corporation | ||
AMEC Oil & Gas World Services, Inc. | ||
AMEC Holdings, Inc. | United Agent Group Inc., 3411 Silverside Road Tatnall Building #104, Wilmington, New Castle | 100 |
BMA Solutions Inc. | County, DE, 19810, United States | |
Foster Wheeler Inc. | ||
Foster Wheeler International LLC | ||
Foster Wheeler LLC | ||
JWGUSA Holdings, Inc. | ||
MACTEC E&C International, Inc. | ||
Process Consultants, Inc. | ||
Wood Group Alaska, LLC | ||
Wood Group US Holdings, Inc. | ||
Martinez Cogen Limited Partnership | 99 | |
Ceres Solar 1, LLC | ||
Ceres Solar 2, LLC | ||
Ceres Solar 3, LLC | ||
United Agent Group Inc., 8275 South Eastern Av., #200, Las Vegas, NV, 89123, United States | 100 | |
RHI Talent USA Inc. | ||
Wood Group PSN, Inc. | ||
Wood Group Support Services, Inc. | ||
Cape Software, Inc. | ||
Ingenious Inc. | ||
United Agent Group, 2425 W Loop South #200, Houston, TX, 77027, United States | 100 | |
ISI Group, L.L.C. | ||
Rider Hunt International (USA) Inc. | ||
Kelchner, Inc. | United Agent Group Inc., 119 E. Court Street, Cincinnati, OH, 45202, United States | 100 |
Swaggart Brothers, Inc. | ||
United Agent Group Inc., 5708 S.E. 136th Avenue, #2, Portland, OR, 97236, United States | 100 | |
Swaggart Logging & Excavation LLC | ||
AMEC North Carolina, Inc. | 225, Hillsborough Street, Raleigh, NC, 27603, United States | 100 |
4900 Singleton, L.P. | 400 North St. Paul, Dallas, TX, 75201 | 100 |
39
Subsidiaries, joint ventures and other related undertakings
(continued)
John Wood Group PLC
Annual Report and Financial Statements 2024
236
Notes to the financial statements
continued
39
Subsidiaries, joint ventures and other related undertakings
(continued)
Subsidiaries
Ownership | ||
Company Name | Registered Address | Interest % |
Wood Programs, Inc. | 2475 Northwinds Parkway, #200-260, Alpharetta, GA, 30009, United States | 100 |
Energy Transition Developments LLC | ||
Energy Transition Texas Ventures 1 LLC | ||
Energy Transition Texas Ventures 2 LLC | ||
Energy Transition Texas Ventures 3 LLC | ||
Energy Transition Texas Ventures 4 LLC | ||
Energy Transition Texas Ventures 5 LLC | ||
5444 Westheimer #1000, Houston, Harris County, TX, 77056, United States | 100 | |
Energy Transition Texas Ventures 6 LLC | ||
Energy Transition Texas Ventures 7 LLC | ||
Foster Wheeler Energy Corporation | ||
Foster Wheeler Environmental Corporation | ||
Mustang International, Inc. | ||
Wood Group USA, Inc. | ||
Wood Contract Services LLC | 17325 Park Row, Suite 500, Houston, TX, 77084, United States | 100 |
Uzbekistan | ||
Wood Energy Solutions LLC | Sulton Darvoza Business Center, 38/1 Shakhrisabz Street, Tashkent, 100060, Uzbekistan | 100 |
Vanuatu | ||
O.T.S. Finance and Management Limited | ||
Law Partners House, Rue Pasteur, Port Vila, Vanuatu | 100 | |
Overseas Technical Service International Limited | ||
Venezuela | ||
Amec Foster Wheeler Venezuela, C.A. | Avenida Francisco de Miranda, Torre Cavendes, Piso 9, Ofic 903, Caracas, Venezuela | 100 |
*
Companies consolidated for accounting purposes as subsidiaries on the basis of control. There is no material impact on the
financial statements o
f the
judgements applied in assessing the basis of control for these entities.
** The Group does not have a direct shareholding in these entities but considers them to be under group control.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
237
39
Subsidiaries, joint ventures and other related undertakings
(continued)
Joint Ventures
Ownership | ||
Company Name | Registered Address | Interest % |
Australia | ||
Clough Wood Pty Ltd 1 | Level 6, QV1 Building, 250 St Georges Terrace, Perth, WA, 6000, Australia | 50 |
Brunei Darussalam | ||
TendrillWood Sdn Bhd | Lot 29 & 30, Tapak Perindustrian Sungai Bera, Kampong Sungai Bera, Seria, Belait, | 75 |
KB1933, Brunei Darussalam | ||
Canada | ||
ABV Consultants Ltd 1 | Suite 2300, Bentall 5, 550 Burrard Street, Vancouver, BC, V6C 2B5, Canada | 50 |
AMEC Black & McDonald Limited 1 | 60 Cutler Avenue, Dartmouth, NS, B3B 0J6, Canada | 50 |
ODL Canada Limited | 689 Water Street, Newfoundland, St. John's, NL, A1E 1B5, Canada | 50 |
Vista Mustang JV | Suite B12, 6020 2nd Street S. E., Calgary, AB, T2H 2L8, Canada | 50 |
Chile | ||
Consorcio AMEC CADE / PSI Consultores Limitada | Av. Jose Domingo, Canas No 2640, Nunoa, Santiago, 7750164, Chile | 50 |
Consorcio Consultor Cade Zañartu Limitada | Seminario 714, Ñuñoa, Santiago de Chile | 50 |
Consorcio Consultor Systra / Cade Idepe / Geoconsult | 40 | |
Limitada | ||
Av. Jose Domingo, Canas No 2640, Nunoa, Santiago, 7750164, Chile | ||
Consorcio de Ingenieria Geoconsult Cade Idepe Limitada | 50 | |
Consorcio de Ingeniería Systra Cade Limitada | 50 | |
Consorcio de Ingenieria Transporte Systra Cade Idepe | Jose Domingo Cañas 2640, Ñuñoa, Santiago Chile | 50 |
Consultores Limitada | ||
Construcciòn e Ingenierìa Chile FI Limitada | Avenida Andrés Bello 2711, Piso 22 - Comuna Las Condens, Santiago, Chile | 50 |
China | ||
Wood Zone Co., Ltd | No. 143 Jinyi Road, Jinshan District, Shanghai, 200540, China | 50 |
Cyprus | ||
Wood Group – CCC Limited | Elenion Building, 2nd Floor, 5 Themistocles Street, CY-1066 Nicosia,CY-1310 Nicosia, PO | 50 |
Box 25549, Cyprus | ||
Iraq | ||
Ghabat Al Majal for Operation and Maintenance of Energy | Majal Business Park, North Rumalia, Basra, Iraq | 50 |
Projects LLC Al | ||
Kazakhstan | ||
WOOD KSS JSC | Satpayev str. 46, Atyrau, 060011, Kazakhstan | 50 |
Mexico | ||
AFWA DUBA Salina Cruz, S. de R.L. de C.V. | Carlos Salazar, #2333, Colonia Obrera, Monterrey, Nuevo Leon, Mexico | 50 |
Grupo Industrial de Ingenieria Ecologica III HLA & Iconsa S.A. | Edificio Omega, Campos Eliseos 345, floors 2, 3 & 11, Chapultepec Polanco 11560 Mexico, | 51 |
de C.V. | D.F. | |
Northam Conip Consorcio, S.A. de C.V. | David Alfaro Siqueiros 104 piso 2, Col. Valle Oriente, San Pedro Garza Garcia, Nuevo | 50 |
Leon, CP. 66269, Mexico | ||
Malaysia | ||
ICE Wood Sdn. Bhd. | Level 7, Menara Milenium,Jalan Damanlela, Pusat Bandar Damansara, Damansara | 49 |
Heights, Wilayah Persekutuan, Wilayah Persekutuan, Kuala Lumpur, 50490, Malaysia | ||
Netherlands | ||
Wood Group Azerbaijan B.V. | C/O Centralis Netherlands BV, Zuidplein 126, WTC, Toren H 15e, Amsterdam, 1077XV, | 51 |
Netherlands | ||
New Zealand | ||
Wood Beca Limited | Ground Floor, Beca House, 21 Pitt Street, Auckland, 1010, New Zealand | 50 |
Oman | ||
AMEC Al Turki LLC | c/o Al Alawi, Mansoor Jamal & Co., Barristers & Legal Consultants, Muscat International | 35 |
Centre, Mezzanine Floor, Muttrah Business District, P.O. Box 686 Ruwi, Oman | ||
Qatar | ||
Wood Black Cat LLC | 5th Floor Al Aqaria Tower, Building No. 34, Museum Street, Old Salata Area, Street 970, | 49 |
Zone 18, P.O Box No. 24523 Doha, Qatar | ||
Saudi Arabia | ||
AMEC BKW Arabia Limited 1 | Al Rushaid Petroleum Investment Co. Building, Prince Hamoud Street, PO Box 31685 – | 50 |
Al Khobar 31952, Saudi Arabia | ||
Spain | ||
Insolux Monenco Medio Ambiente S.A. | Calle Juan Bravo, 3-C, Madrid, 28006, Spain | 49 |
Trinidad and Tobago | ||
Massy Wood Group Ltd. | 4th Floor, 6A Queens Park West, Victoria Avenue, Port of Spain, Trinidad and Tobago | 50 |
United Kingdom | ||
ACM Health Solutions Limited | Booths Park, Chelford Road, Knutsford, Cheshire, WA16 8QZ, England, United Kingdom | 33 |
RWG (Repair & Overhauls) Limited | Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE, | 50 |
Scotland, United Kingdom | ||
South Kensington Developments Limited | Ground Floor T3 Trinity Park, Bickenhill Lane, Birmingham, B37 7ES, United Kingdom | 50 |
1 Entities are consolidated as joint operations on the basis of control.
In addition to the subsidiaries listed above, the Group has a number of overseas branches.
Details of the direct subsidiaries of John Wood Group PLC are provided in note 1 to the parent company
financial statements.
John Wood Group PLC
Annual Report and Financial Statements 2024
238
Notes to the financial statements
continued
39
Subsidiaries, joint ventures and other related undertakings
(continued)
AFW Finance 2 Limited (Registered number 09861575) |
AMEC Building Limited (Registered number 165287) |
AMEC (F.C.G) Limited (Registered number 148585) |
AMEC (MH1992) Limited (Registered number 222870) |
AMEC (MHL) Limited (Registered number 713103) |
AMEC (WSL) Limited Registered number 514311) |
AMEC BKW Limited (Registered number 169831) |
AMEC Bravo Limited (Registered number 6206015) |
AMEC Capital Projects Limited (Registered number 2804109) |
AMEC Civil Engineering Limited (Registered number 1265199) |
Amec Foster Wheeler (Holdings) Limited (Registered number 00163609) |
Amec Foster Wheeler Earth and Environmental (UK) Limited (Registered |
number 4987981) |
Amec Foster Wheeler Energy Limited (Registered number 1361134) |
Amec Foster Wheeler Finance Asia Limited (Registered number 6205760) |
Amec Foster Wheeler Finance Limited (Registered number 1332332) |
Amec Foster Wheeler Group Limited (Registered number 4612748) |
Amec Foster Wheeler International Limited (Registered number 3203966) |
AMEC Investments Europe Limited (Registered number 3704533) |
AMEC Offshore Limited (Registered number 1054207) |
AMEC Process and Energy Limited Registered number 2028340) |
AMEC Project Investments Limited (Registered number 2619408) |
AMEC Services Limited (Registered number 2804093) |
AMEC Trustees Limited (Registered number 2830098) |
Amec USA Holdings Limited (Registered number 4041261) |
Amec Wind Developments Limited (Registered number 8781332) |
Automated Technology Group Holdings Limited |
(Registered number 07871655) |
East Mediterranean Energy Services Limited |
(Registered number SC505318) |
Foster Wheeler (G.B.) Limited (Registered number 745470) |
Foster Wheeler (London) Limited (Registered number 887857) |
Foster Wheeler (Process Plants) Limited (Registered number 1184855) |
Foster Wheeler E&C Limited (Registered number 2247293) |
Foster Wheeler Environmental (UK) Limited (Registered number 1657494) |
Foster Wheeler Europe (Registered number 04127813) |
Foster Wheeler UK Investments Limited Registered number SC649888) |
Foster Wheeler World Services Limited (Registered number 1439353) |
FW Investments Limited (Registered number 6933416) |
HFA Limited (Registered number SC129298) |
Integrated Maintenance Services Limited (Registered number 3665766) |
James Scott Limited (Registered number SC35281) |
John Wood Group Holdings Limited (Registered number SC642609) |
JWG Investments Limited (Registered number SC484872) |
JWGUSA Holdings Limited (Registered number SC178512) |
Metal and Pipeline Endurance Limited (Registered number 534109) |
The Group will be exempting the following companies from an audit in 2024 under Section 479A of the Companies Act 2006.
All of these companies are fully consolidated in the Group Financial Statements.
Mustang Engineering Limited (Registered number SC273548) |
Press Construction Limited (Registered number 471400) |
Process Plants Suppliers Limited (Registered number 957881) |
Production Services Network (UK) Limited |
(Registered number SC293004) |
Production Services Network Bangladesh Limited |
(Registered number 02214332) |
PSJ Fabrications Ltd (Registered number 01205595) |
PSN (Angola) Limited (Register number SC311500) |
PSN (Philippines) Limited (Registered number SC345547) |
PSN Asia Limited (Registered number SC317111) |
PSN Overseas Limited (Registered number SC319469) |
QED International (UK) Limited (Registered number SC106477) |
Rider Hunt International Limited (Register number 02305615) |
Sandiway Solutions (No 3) Limited (Registered number 5318249) |
SgurrEnergy Limited (Registered number SC245814) |
The Automated Technology Group Limited |
(Registered number 03109235) |
WGPSN (Holdings) Limited (Registered number SC288570) |
WGPSN Eurasia Limited (Registered number SC470501) |
Wood (Indonesia) Limited (Registered number SC693591) |
Wood and Company Limited (Registered number 01580678) |
Wood Group Algeria Limited (Registered number SC299843) |
Wood Group Algiers Limited (Registered number SC299845) |
Wood Group Annaba Limited (Registered number SC299848) |
Wood Group Arzew Limited (Registered number SC299850) |
Wood Group Engineering (North Sea) Limited |
(Registered number SC030715) |
Wood Group Engineering and Operations Support Limited |
(Registered number SC159149) |
Wood Group Hassi Messaoud Limited (Registered number SC299851) |
Wood Group Holdings (International) Limited Register number SC169712) |
Wood Group Investments Limited (Registered number SC301983) |
Wood Group Kenny Corporate Limited (Registered number SC147353) |
Wood Group Kenny Limited (Registered number 1398385) |
Wood Group Kenny UK Limited (Registered number 2331383) |
Wood Group Power Investments Limited (Registered number SC454342) |
Wood Group Production Services UK Limited |
(Registered number SC278252) |
Wood Group/OTS Limited (Registered number 1579234) |
Wood International Limited (Registered number 10517856) |
Wood Limited (Registered number 9861563) |
Wood Finance UK Limited (Registered number 03725076) |
Wood Pensions Trustee Limited (Registered number 1889899) |
Wood Transmission and Distribution Limited |
(Registered number 11829648) |
Wood UK Limited (Registered number 3863449) |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
239
As at 31 December 2024
2024 |
2023 |
||
Note |
$m |
$m |
|
Non-current assets |
|||
Investments |
1 |
1,308.6 |
4,410.7 |
Long term receivables |
2 |
1,946.2 |
3,061.7 |
3,254.8 |
7,472.4 |
||
Current assets |
|||
Trade and other receivables |
3 |
262.5 |
324.4 |
Income tax receivable |
3.5 |
7.5 |
|
Cash and cash equivalents |
4 |
10.7 |
11.7 |
276.7 |
343.6 |
||
Current liabilities |
|||
Borrowings |
5 |
1,091.4 |
257.4 |
Trade and other payables |
6 |
1,998.6 |
2,112.3 |
3,090.0 |
2,369.7 |
||
Net current liabilities |
(2,813.3) |
(2,026.1) |
|
Non-current liabilities |
|||
Borrowings |
5 |
- |
812.2 |
Other non-current liabilities |
7 |
19.8 |
1,034.8 |
19.8 |
1,847.0 |
||
Net assets |
421.7 |
3,599.3 |
|
Equity |
|||
Share capital |
9 |
41.3 |
41.3 |
Share premium |
10 |
63.9 |
63.9 |
Retained earnings |
11 |
(1,357.0) |
657.1 |
Merger reserve |
12 |
1,135.3 |
2,298.8 |
Other reserves |
13 |
538.2 |
538.2 |
Total equity |
421.7 |
3,599.3 |
As permitted by Section 408 (3) of the Companies Act 2006, no pro
fit and loss account o
f the Company is presented. The loss for
the financial year o
f the Company was $3,200.2m (2023: $4.2m pro
fit).
The accompanying notes form part of these
financial statements.
The financial statements on pages 239 to 247 were approved by the board o
f directors on 30 October 2025, and signed on its behalf by:
Roy A Franklin, Director
Iain Torrens, Director
Company Registration Number: SC036219
John Wood Group PLC
Annual Report and Financial Statements 2024
240
Company statement of changes in equity
For the year ended 31 December 2024
Share | Retained | Merger | Other | Total | ||
Share capital | premium | earnings | reserve | reserves | equity | |
$m | $m | $m | $m | $m | $m | |
At 1 January 2023 | 41.3 | 63.9 | 394.5 | 2,540.8 | 538.2 | 3,578.7 |
Profit for the year | - | - | 4.2 | - | - | 4.2 |
Total comprehensive profit for the year | - | - | 4.2 | - | - | 4.2 |
Transactions with owners: | ||||||
Credit relating to share based charges | - | - | 19.6 | - | - | 19.6 |
Proceeds from share incentive plan (SIP) | - | - | 1.6 | - | - | 1.6 |
Foreign exchange movements on employee share trust | - | - | (4.8) | - | - | (4.8) |
Transfer from merger reserve to retained earnings | - | - | 242.0 | (242.0) | - | - |
At 31 December 2023 | 41.3 | 63.9 | 657.1 | 2,298.8 | 538.2 | 3,599.3 |
Loss for the year | - | - | (3,200.2) | - | - | (3,200.2) |
Total comprehensive loss for the year | - | - | (3,200.2) | - | - | (3,200.2) |
Transactions with owners: | ||||||
Credit relating to share based charges | - | - | 25.8 | - | - | 25.8 |
Purchase of company shares by employee share trust | - | - | (4.1) | - | - | (4.1) |
Foreign exchange movements on employee share trust | - | - | 0.9 | - | - | 0.9 |
Transfer from merger reserve to retained earnings | - | - | 1,163.5 | (1,163.5) | - | - |
At 31 December 2024 | 41.3 | 63.9 | (1,357.0) | 1,135.3 | 538.2 | 421.7 |
During 2023, John Wood Group Holdings Limited paid $242.0m to John Wood Group PLC in a partial settlement of the promissory
note, which was put in place during 2019. The repayment represented qualifying consideration and as a result the Company
transferred an equivalent portion of the merger reserve to retained earnings.
During 2024, John Wood Group Holdings Limited settled a further $1,163.5m to John Wood Group PLC in a further partial
settlement of the promissory note. The repayment represented qualifying consideration and as a result the Company transferred
an equivalent portion of the merger reserve to retained earnings.
The accompanying notes form part of these
financial statements.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
241
Notes to the Company financial statements
For the year ended 31 December 2024
General information
John Wood Group PLC is a public limited company,
incorporated and domiciled in the United Kingdom and listed on
the London Stock Exchange. The Company’s registered address
is Sir Ian Wood House, Hareness Road, Altens Industrial Estate,
Aberdeen, AB12 3LE.
Summary of signi
ficant accounting policies
The principal accounting policies, which have been applied in the
preparation of the Company
financial statements, are set out
below. These policies have been consistently applied to all the
years presented.
Basis of preparation
These financial statements were prepared in accordance
with Financial Reporting Standard 101 Reduced Disclosure
Framework (“FRS 101”).
In preparing these financial statements, the Company applies
the recognition, measurement and disclosure requirements of
UK-adopted international accounting standards (“UK-adopted
IFRS”) in conformity with the requirements of the Companies
Act 2006 but makes amendments where necessary in order to
comply with Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been
taken.
The Company is a qualifying entity for the purposes of FRS 101.
The application of FRS 101 has enabled the Company to
take advantage of certain disclosure exemptions that would
have been required had the Company adopted International
Financial Reporting Standards in full. The only such exemptions
that the directors consider to be significant are:
• no detailed disclosures in relation to financial instruments;
• no cash flow statement;
• no disclosure of related party transactions with wholly owned
subsidiaries;
• no statement regarding the potential impact of forthcoming
changes in financial reporting standards;
• no disclosure of “key management compensation” for key
management other than the directors;
• no disclosures relating to the Company’s policy on capital
management; and
• no detailed disclosure in relation to share based payments.
Where required, equivalent disclosures are given in the
consolidated financial statements o
f John Wood Group PLC.
The financial statements are presented in US dollars and
all values are rounded to the nearest $0.1m except where
otherwise indicated.
The financial position o
f the Company is shown in the balance
sheet on page 239. Note 8 includes the Company’s objectives,
policies and processes for managing its
financial risks, details
of its
financial instruments and hedging activities, and its
exposures to interest rate risk and liquidity risk. The Company
adopts the going concern basis of accounting in preparing these
financial statements.
In accordance with Section 408(3) of the Companies Act
(2006), the Company is exempt from the requirement to
present its own income statement. The amount of the pro
fit
for
the year is disclosed in the statement of changes in equity.
Going concern
The going concern assessment for the parent is included on
pages 159 of the consolidated accounts.
Reporting currency
The Company’s transactions are primarily US dollar
denominated and the functional currency is the US dollar.
The following sterling to US dollar exchange rates have been
used in the preparation of these
financial statements:
2024 | 2023 | |
Average rate £1=$ | 1.2781 | 1.2425 |
Closing rate £1=$ | 1.2523 | 1.2749 |
Investments in subsidiaries
Investments are measured initially at cost, including transaction
costs. Investments in the Company balance sheet are presented
at cost less any provision for impairment.
Impairment of assets
At each balance sheet date, the Company reviews the carrying
amounts of its investments to assess whether there is an
indication that those assets may be impaired. If any such
indication exists, the Company makes an estimate of the
asset’s recoverable amount. An asset’s recoverable amount is
the higher of its fair value less costs to sell and its value in use.
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset
is reduced to its recoverable amount. An impairment loss is
recognised immediately in the income statement.
Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its
recoverable amount, to the extent that the increased carrying
amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for
the asset in prior periods. A reversal of an impairment loss is
recognised immediately in the income statement.
The Company recognises loss allowances for Expected Credit
Losses (‘ECLs’) on loans and receivables measured at an
amount equal to lifetime ECLs. ECLs are a probability-weighted
estimate of credit losses. Credit losses are measured as the
present value of all cash shortfalls (i.e. the difference between
the cash flows due to the entity in accordance with the contract
and the cash flows that the Company expects to receive). ECLs
are discounted at the effective interest rate of the
financial
asset.
At each reporting date, the Company assesses whether
financial assets carried at amortised cost are credit-impaired. A
financial asset is ‘credit-impaired’ when one or more events that
have a detrimental impact on the estimated future cash
flows
of the
financial asset have occurred. Evidence that a financial
asset is credit-impaired include a customer being in significant
financial di
f
ficulty or a breach o
f contract such as a default. The
gross carrying amount of a
financial asset is written o
ff when
the Company has no reasonable expectation of recovering a
financial asset in its entirety or a portion thereo
f.
John Wood Group PLC
Annual Report and Financial Statements 2024
242
Notes to the Company financial statements
continued
Foreign currencies
Transactions in foreign currencies are translated to the
Company’s functional currencies at the exchange rates ruling
at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the
exchange rates ruling at the balance sheet dates or at a
contractual rate, if applicable, and any exchange differences
are taken to the income statement. Non-monetary assets and
liabilities that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the
date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are stated at fair value
are translated to the functional currency at foreign exchange
rates ruling at the dates the fair value was determined.
The directors consider it appropriate to record sterling
denominated equity share capital and share premium in the
financial statements o
f John Wood Group PLC at the exchange
rate ruling on the date it was raised.
Financial instruments
The accounting policy for
financial instruments is consistent
with the Group accounting policy as presented in the notes to
the Group financial statements. The Company’s financial risk
management policy is consistent with the Group’s financial risk
management policy outlined in note 20 to the Group financial
statements.
Where the Company enters into financial guarantee contracts
to guarantee the indebtedness of other companies within its
group, the Company considers these to be in the scope of IFRS
9 and accounts for them as such. Financial guarantee contracts
issued are initially measured at fair value. Subsequently, they
are measured at the higher of the loss allowance determined
in accordance with IFRS 9 (see 1.5(iv)) and the amount initially
recognised less, when appropriate, the cumulative amount of
income recognised in accordance with the principles of IFRS 15.
Employee share trusts
The Company is deemed to have control of the assets, liabilities,
income and costs of its employee share trusts. They have
therefore been included in the
financial statements o
f the
Company. The cost of shares held by the employee share trusts
is deducted from equity.
Share based charges
The Company has a number of share schemes as detailed
in the Group accounting policies and note 24 to the Group
financial statements. Details relating to the calculation o
f share
based charges are provided in note 24 to the Group financial
statements. In respect of the Company, the charge is shown as
an increase in the Company’s investments, as the employees to
which the charge relates are employed by subsidiary companies.
Dividends
Dividends to the Group’s shareholders are recognised as a
liability in the period in which the dividends are approved
by shareholders. Dividend income is credited to the income
statement when the dividend has been approved by the board
of directors of the subsidiary company making the payment.
Trade receivables
Trade receivables are recognised initially at fair value less an
allowance for any amounts estimated to be uncollectable. An
estimate for doubtful debts is made when there is objective
evidence that the collection of the debt is no longer probable.
Interest-bearing loans and borrowings
All interest-bearing loans and borrowings are initially recognised
at the fair value of the consideration received less directly
attributable transaction costs. Borrowing costs are expensed
through the income statement.
De-recognition of
financial assets and liabilities
A financial asset is derecognised where the rights to receive
cash flows
from the asset have expired. A
financial liability
is derecognised when the obligation under the liability is
discharged, cancelled or expires.
Taxation
The tax expense in the income statement represents the
sum of taxes currently payable and deferred taxes. The tax
currently payable is based on taxable profit
for the year and the
Company’s liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance
sheet date. Taxable profit di
ffers from pro
fit as reported in
the income statement because it excludes items of income or
expense that are taxable or deductible in other periods and it
further excludes items that are never taxable or deductible.
Deferred tax is provided using the liability method on temporary
differences at the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts for
financial
reporting purposes. Deferred tax liabilities are recognised for all
taxable temporary differences.
Deferred tax assets are recognised only to the extent that it is
probable that a taxable profit will be available against which
the deductible temporary differences, carried forward tax
credits or tax losses can be utilised. Deferred tax assets and
liabilities are measured on an undiscounted basis at the tax
rates that are expected to apply when the asset is realised or
the liability is settled, based on tax rates and tax laws enacted
or substantively enacted at the balance sheet date. Deferred
tax assets and liabilities are offset, only if a legally enforceable
right exists to set off current tax assets against current tax
liabilities, the deferred taxes relate to the same taxation
authority and that authority permits the Company to make a
single net payment.
Tax is charged or credited directly to equity if it relates to
items that are credited or charged to equity. Otherwise, tax is
recognised in the income statement.
Judgements and key sources of estimation or
uncertainty
The preparation of
financial statements requires management
to make judgements, estimates and assumptions that affect
the amounts reported for assets and liabilities as at the
balance sheet date and the amounts reported for revenues and
expenses during the year. However, the nature of estimation
means that actual outcomes could differ from those estimates.
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
243
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a
significant risk o
f causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are
discussed below.
Impairment of investments from Group companies (estimate)
The Company assesses whether there are any indicators of impairment of investments from Group companies at each reporting
date. Investments from Group companies are tested for impairment when there are indicators that the carrying amounts may not
be recoverable. Details of impairments of investments recorded during the year and the carrying value of investments are contained
in note 1.
Disclosure of impact of new and future accounting standards
The Company early adopted the amendments to IAS 1 – Classification o
f Liabilities as Current or Non-current and Non-current
Liabilities with Covenants which came into effect from 1 January 2024 in the prior year. As described in note 18, the Group has
reclassified all non-current borrowings as current due to the presence o
f historical information and
financial covenant breaches
which have been remedied post year end through a covenant waiver.
Amendments to other existing standards do not have a material impact on the financial statements.
1
Investments
2024 | 2023 | |
$m | $m | |
Cost | ||
At 1 January | 4,410.7 | 4,391.1 |
Additions | 25.8 | 19.6 |
At 31 December | 4,436.5 | 4,410.7 |
Impairment | ||
At 1 January | - | - |
Charge for the year | 3,127.9 | - |
At 31 December | 3,127.9 | - |
Net book value | ||
At 31 December | 1,308.6 | 4,410.7 |
During the year, the Company contributed $25.8m (2023: $19.6m) of share based charges against John Wood Group Holdings Ltd.
The Directors performed an assessment of the carrying value of the investment in John Wood Group Holdings Limited as at 31
December 2024. A value in use calculation was performed for the Group using cash
flow projections prepared by management and
approved by the Board for the period 2024 through to 2028. The assumptions underpinning the forecasts and impairment model
are discussed in note 10 of the Group
financial statements.
The Group post-tax discount rate was 12.6% (2023: 9.6%), pre-tax discount rate was 14.7% (2023: 11.2%), the group terminal
growth rate was 2.0% (2023: 2.4%), the group CAGR was 4.3% (2023: 8.4%), and the group EBITDA margin was 6.4% (2023: 7.2%).
The recoverable amount of the Group at the test date was $1,165m (2023: $4,767m) based on the assumptions described above
and note 10 of the Group
financial statements. A
fair value adjustment of $143.8m (2023: $30.2m) was made to the recoverable
amount of the group re
flecting the
fair value of the external debt held by the parent, the intercompany assets and liabilities held by
the parent and surplus assets and liabilities held by John Wood Group Holdings Limited and subsidiaries.
Reasonably possible changes would result in material changes to the impairment charge. A 1% increase in the post-tax discount
rate would result in an impairment of $3,278m. A 0.5% reduction in the long-term growth rate would result in an impairment of
$3,203m. A 2.3% reduction in the revenue CAGR would result in an impairment of $3,369.1m. A 1% reduction in EBITDA margin
would result in an impairment of $3,584m. These changes are deemed to be reasonably possible and are discussed in note 10 to the
Group financial statements.
The Company’s direct subsidiaries at 31 December 2024 are listed below. Ownership interests reflect holdings o
f ordinary shares.
Details of other related undertakings are provided in note 39 to the Group
financial statements.
Name of subsidiary | Country of incorporation or registration | Registered address |
John Wood Group Holdings Limited | UK | Sir Ian Wood House, Aberdeen |
The Company owns 100% of all of the subsidiaries listed above.
John Wood Group PLC
Annual Report and Financial Statements 2024
244
Notes to the Company financial statements
continued
2
Long term receivables
2024 | 2023 | |
$m | $m | |
Loans to Group undertakings | 1,946.2 | 3,061.7 |
The long-term loan receivable at 31 December 2024 includes the promissory note of $1,136.7m (2023: $2,323.2m), which related to
the transfer of the Company’s investment in Amec Foster Wheeler Limited to John Wood Group Holdings Limited in exchange for a
promissory note during 2019.
3
Trade and other receivables
2024 | 2023 | |
$m | $m | |
Loans to Group undertakings | 25.4 | 46.8 |
Trade receivables – Group undertakings | 230.3 | 269.3 |
Other receivables | 2.0 | 1.2 |
Prepayments and accrued income | 4.8 | 7.1 |
262.5 | 324.4 |
Interest on loans to Group undertakings is charged at market rates. At 31 December 2024, $58.9m (2023: $45.7m) of the amounts
owed by Group companies were impaired. These amounts relate to balances due from Group companies from whom there is no
expectation of payment.
The ageing of these amounts is as follows:
2024 | 2023 | |
$m | $m | |
Over 3 months | 58.9 | 45.7 |
The movement on the provision for impairment is as follows:
2024 | 2023 | |
$m | $m | |
At 1 January | 45.7 | 45.7 |
Charge for the year | 13.2 | - |
At 31 December | 58.9 | 45.7 |
The Company had $354.6m (2023: $230.5m) of outstanding balances that were past due but not impaired at either 31 December
2024 or 31 December 2023. The other classes within receivables do not contain impaired assets.
The ageing of these amounts is as follows:
2024 | 2023 | |
$m | $m | |
Under 3 months | 36.3 | 38.8 |
Over 3 months | 318.3 | 191.7 |
354.6 | 230.5 |
4
Cash and cash equivalents
2024 | 2023 | |
$m | $m | |
Cash and cash equivalents | 10.7 | 11.7 |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
245
5
Borrowings
2024 | 2023 | |
$m | $m | |
Current borrowings | ||
Bank loans and overdrafts | 828.6 | 167.8 |
Senior loan notes | 262.8 | 89.6 |
1,091.4 | 257.4 | |
Non-current borrowings | ||
Bank loans | - | 549.3 |
Senior loan notes | - | 262.9 |
- | 812.2 |
The bank overdrafts relate to the Group’s cash pooling arrangements, of which $69.5m relate to the Company, and are largely
denominated in US dollars and pounds sterling. At 31 December 2024 interest on US dollar overdrafts was payable at 5.48% (2023:
6.48%) and on sterling overdrafts at 5.90% (2023: 6.40%).
Bank loans are unsecured and bear interest based on the Bank of England base rate or foreign currency equivalent. At 31 December
2024, bank loans included $443.8m of US dollar loans, $211.2m of GBP loans and $104.0m of Euro loans. Interest was payable at
6.21% (2023: 7.4%) on the US dollar loans, 6.23% (2023: 6.71%) on the GBP loans and 4.43% on Euro loans. Non-current bank loans
are stated net of unamortised fees totalling $5.0m (2023: $7.6m).
The Company has $262.8m (2023: $352.5m) of unsecured senior notes in the US private placement market maturing between 2026
and 2031 at an average fixed rate o
f 4.56% (2023: 4.58%). These notes are largely US dollar denominated. $22.3m (2023: $127.8m)
of the notes are repayable after more than 5 years.
As noted in the Group Basis of Preparation, based on the latest forecasts approved by the directors, the Group expect to pass the
financial covenant requirements during the
forecast period, including in the severe but plausible downside scenario. Under existing
IAS 1 requirements, companies classify a liability as current when they do not have the unconditional right to defer settlement for
at least 12 months after the reporting date. The IASB has removed the requirement for a right to be unconditional and instead now
requires that a right to defer settlement must exist at the reporting date and have substance. All non-current borrowings have been
classified as current due to historical breaches o
f information and
financial covenants due to the presence o
f material prior year
adjustments. These breaches have been remedied post year end through covenant waivers of all historical covenants.
6
Trade and other payables
2024 | 2023 | |
$m | $m | |
Loans from Group undertakings | 1,873.7 | 2,005.7 |
Trade payables – Group undertakings | 103.5 | 98.6 |
Other creditors | 19.3 | 2.0 |
Accruals | 2.1 | 6.0 |
1,998.6 | 2,112.3 |
Interest on loans from Group undertakings is payable at market rates.
Loans from Group undertakings re
flect amounts which are repayable on demand or are due within the next 12 months.
7
Other non-current liabilities
2024 | 2023 | |
$m | $m | |
Amounts due to Group undertakings | 19.8 | 1,034.8 |
The amounts due to Group undertakings are inter-company loans with varying maturities greater than 1 year. Interest on these
loans is charged at market rates.
The decrease in amounts due to group undertakings in 2024 is primarily the result of the repayment of a loan amounting to
$1,034.8m.
John Wood Group PLC
Annual Report and Financial Statements 2024
246
Notes to the Company financial statements
continued
8
Financial instruments
Financial risk factors
The Company’s activities give rise to a variety of
financial risks: market risk (including
foreign exchange risk and cash
flow interest
rate risk), credit risk and liquidity risk. The Company’s overall risk management strategy is to hedge exposures wherever practicable
in order to minimise any potential adverse impact on the Company’s financial per
formance.
Risk management is carried out by the Group Treasury department in line with the Group’s Treasury policies which are approved
by the Board of Directors. Group Treasury identify, evaluate and where appropriate, hedge
financial risks. The Group Treasury
policies cover specific areas, such as
foreign exchange risk, interest rate risk, credit risk, use of derivative
financial instruments and
investment of excess cash.
(a)
Market risk
(i)
Foreign exchange risk
The Company is exposed to foreign exchange risk arising from various currencies. Where possible the Company’s policy is to
eliminate all significant currency exposures at the time o
f the transaction by using
financial instruments such as
forward currency
contracts. Changes in the forward contract fair values are recorded in the income statement.
(ii)
Interest rate risk
The Company finances its operations through a mixture o
f retained pro
fits and debt. The Company borrows in the desired
currencies at a mixture of
fixed and floating rates o
f interest to generate the desired interest pro
file and to manage the Company’s
exposure to interest rate fluctuations. At 31 December 2024, 22.3% (2023: 38.7%) o
f the Company’s borrowings were at
fixed rates.
The Company is also exposed to interest rate risk on cash held on deposit. The Company’s policy is to maximise the return on cash
deposits whilst ensuring that cash is deposited with a financial institution with a credit rating o
f at least BBB+.
(iii)
Price risk
The Company is not exposed to any significant price risk in relation to its financial instruments.
(b)
Credit risk
The Company’s credit risk primarily relates to its inter-company loans and inter-company receivables. Management believe that no
further risk provision is required in excess of the current provision for impairment.
The Company also has credit risk in relation to cash balances or cash held on deposit. The Company’s policy is to deposit cash at
institutions with a credit rating of at least BBB+.
(c)
Liquidity risk
With regard to liquidity, the Company’s policy is to ensure continuity of funding. At 31 December 2024, 93% (2023: 77%) of the
Company’s borrowings (including bank overdrafts) were due to mature in more than one year. Based on the current outlook the
Company has suf
ficient
funding in place to meet its future obligations.
(d)
Capital risk
The Company’s capital risk is determined by that of the Group. See note 20 to the Group
financial statements.
9
Share capital
2024 | 2023 | |
$m | $m | |
Issued and fully paid | ||
691,839,369 (2023: 691,839,369) ordinary shares of 4 2/7 p each | 41.3 | 41.3 |
The additional information required in relation to share capital is given in note 25 to the Group
financial statements.
10
Share premium
2024 | 2023 | |
$m | $m | |
At 1 January and 31 December | 63.9 | 63.9 |
Strategic report
Governance
Financial statements
John Wood Group PLC
Annual Report and Financial Statements 2024
247
11
Retained earnings
Retained earnings are stated after deducting the investment in own shares held by employee share trusts. Investments in own
shares represents the cost of 617,206 (2023: 4,352,958) of the Company’s ordinary shares totalling $103.5m (2023: $99.4m).
The Company’s loss for the
financial year was $3,200.2m (2023: $4.2m profit).
The Company does not have any employees other than the directors of the Company. Details of the directors’ remuneration are
provided in the Directors’ Remuneration Report in the Group financial statements. Details o
f dividends paid and proposed are
provided in note 8 to the Group financial statements. Further details o
f share based charges are provided in note 24 to the Group
financial statements.
12
Merger reserve
2024 |
2023 |
|
$m |
$m |
|
At 1 January |
2,298.8 |
2,540.8 |
Transfer to retained earnings |
(1,163.5) |
(242.0) |
At 31 December |
1,135.3 |
2,298.8 |
In October 2017, 294,510,217 new shares were issued in relation to the acquisition of Amec Foster Wheeler Limited and $2,790.8m
was credited to the merger reserve. The merger reserve was initially considered unrealised on the basis it was represented by
the investment in Amec Foster Wheeler Limited and did not meet the definition o
f qualifying consideration under Tech 02/17BL
Guidance on realised and distributable profits under the Companies Act 2006.
In November 2019, the Company sold its investment in Amec Foster Wheeler Limited to John Wood Group Holdings Limited for
$2,815.2m in exchange for a promissory note. To the extent that the promissory note is settled by qualifying consideration, the
related portion of the merger reserve is considered realised and becomes available for distribution.
During 2023, John Wood Group Holdings Limited paid $242.0m to John Wood Group PLC in a partial settlement of the promissory
note. The repayment represented qualifying consideration and as a result the Company transferred an equivalent portion of the
merger reserve to retained earnings.
During 2024, John Wood Group Holdings Limited settled a further $1,163.5m to John Wood Group PLC in a further partial
settlement of the promissory note. The repayment represented qualifying consideration and as a result the Company transferred
an equivalent portion of the merger reserve to retained earnings.
13
Other reserves
Capital |
Capital |
|||
reduction |
redemption |
Hedging |
||
reserve |
reserve |
reserve |
Total |
|
$m |
$m |
$m |
$m |
|
At 1 January 2023, 31 December 2023 and |
||||
31 December 2024 |
88.1 |
439.7 |
10.4 |
538.2 |
No movements in other reserves have occurred during 2023 or 2024.
The capital reduction reserve was created following the Initial Public Offering in 2002 and is a distributable reserve. The capital
redemption reserve was created in 2011 as part of a return of cash to shareholders and is not a distributable reserve.
14
Financial guarantee contracts and contingent liabilities
Where the Company enters into financial guarantee contracts in respect o
f its subsidiary companies they are accounted for under
IFRS 9. The Company issues financial guarantee contracts to its subsidiaries regarding drawdowns in the Revolving Credit Facility
(RCF). There were no financial guarantee contracts issued at year-end.
At 31 December 2024, the Company had outstanding guarantees for performance bonds and contracting arrangements given on
Independent auditor’s report
to the members of John Wood Group PLC
1.
Qualified opinion on the Parent Company Financial Statements and qualification and disclaimer o
f
opinion on the Group Financial Statements
We were engaged to audit the financial statements o
f John Wood Group plc (“the Company” or “the Parent Company”) for the
year ended 31 December 2024 which comprise:
• the Consolidated Income Statement, Consolidated Statement of Comprehensive Income/Expense, the Consolidated Balance
Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related notes including
the accounting policies on pages 152 to 238 (“the Group Financial Statements”); and
•
the Company Balance Sheet, the Company Statement of Changes in Equity and the related notes including the summary of
significant accounting policies on pages 239 to 247 (“the Parent Company Financial Statements”).
Due to the significance o
f the matter described in the Basis for modi
fication o
f opinion on the
financial statements in section 2
of our report, we have not been able to obtain suf
ficient appropriate audit evidence to provide a basis
for an audit opinion, and
accordingly we do not express an opinion, as to whether the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Qualification and disclaimer o
f opinion on the Group Financial Statements
Due to the significance o
f the matter described in the
Basis for modi
fication o
f opinion on the
financial statements
in section 2
of our report, we have not been able to obtain suf
ficient appropriate audit evidence to provide a basis
for an audit opinion, and
accordingly we do not express an opinion, as to whether:
•
the Group Financial Statements give a true and fair view of the Group’s loss for the year ended 31 December 2024; and
•
the Group Financial Statements have been properly prepared in accordance with UK-adopted international accounting
standards.
In our opinion, except for the possible effects solely on the comparative information for the year ended 31 December 2023 of the
matters described in the Basis for modi
fication o
f opinion on the
financial statements section o
f our report, the Group Financial
Statements give a true and fair view of the state of the Group’s affairs as at 31 December 2024.
Qualified opinion on the Parent Company Financial Statements
In our opinion, except for the possible effects solely on the comparative information for the year ended 31 December 2023 of the
matter described in the
Basis for modi
fication o
f opinion on the
financial statements
section of our report, the Parent Company
Financial Statements give a true and fair view of the state of the Parent Company’s affairs as at 31 December 2024.
In our opinion, except for the possible effects of the matter described in the
Basis for modi
fication o
f opinion on the
financial
statements
section of our report, the Parent Company Financial Statements have been properly prepared in accordance with UK
accounting standards, including FRS 101 Reduced Disclosure Framework.
2. Basis for modi
fication o
f opinion on the
financial statements
Historical accounting positions and potential prior year errors
While undertaking our audit work for the year ended 31 December 2024 we became concerned that the Group had provided us with
incomplete and/or inaccurate information regarding the performance of certain contracts in the Projects business unit during our
audit for the year ended 31 December 2023.
Following our communication to the Board in October 2024 of this and other concerns that we had identi
fied at that point in our
current year audit, we requested the Group to commission an independent review focusing on reported positions in the Projects
business unit, accounting, governance and controls. This independent review is further described on page 122 and was a condition of
us continuing the 2024 audit that we communicated to the Board.
The findings
from this independent review included material weaknesses and failures in the Group’s
financial culture within
the Projects business unit and engagement between Group Finance and the Projects business unit. Among these failures were
inappropriate management pressure and override to maintain previously reported accounting positions, including through
unsupported dispensations from applying the Group’s accounting policies, and over-optimism and/or lack of evidence in respect of
accounting judgements. The cultural failings led to instances of information being inappropriately withheld from us, and unreliable
information being provided to us. Issues were identi
fied in certain contracts in the Projects business unit, particularly in relation
to legacy lump sum turnkey (“LSTK”) projects. Those issues included the incorrect application of relevant accounting standards.
Gaps and deficiencies were identified in the design and implementation o
f controls which relate to the monitoring and reporting of
project positions within the Projects business unit.
Before the commencement of the independent review, given our concerns and anticipating the potential
findings
from the
independent review, we had identified an increased risk o
f management override of controls (see section 4 of our report) and
additional significant risks o
f material misstatement due to fraud, and had planned incremental procedures in response. We further
reassessed our audit strategy and revised our procedures throughout the audit in response to the findings
from our audit work and
the independent review where we considered appropriate. The planning and performance of these additional procedures extended
the period necessary to perform our work.
John Wood Group PLC
Annual Report and Financial Statements 2024
248
2. Basis for modi
fication o
f opinion on the
financial statements
(continued)
As a result of our concerns raised during the current year audit, many of which were subsequently con
firmed by the results o
f the
independent review, the Group has reconsidered several previous accounting positions and judgements, including the impairment
assessments of goodwill and the Parent Company’s investment in subsidiary as at 31 December 2023. The Group identi
fied several
potential prior period errors in the Group Financial Statements, including in relation to LSTK contracts, Software and the Projects
business unit’s central balances and contingency releases. For some of these positions the Group has made judgements as to whether
a prior period error existed or whether the circumstances represent a change in estimate or judgement, and what period(s) any errors
related to. As a result, the Group has recorded various restatements, as set out in note 1, that have overall reduced the Group’s net
assets by $301.2m as at 1 January 2023 and $378.0m as at 31 December 2023 and increased the Group’s total comprehensive expense
for year ended 31 December 2023 by $76.8m. The Group has concluded that other matters were changes in accounting estimates and/
or judgements, or any prior period errors were immaterial and therefore have been accounted for in the current year.
We identified a specific key audit matter in relation to the treatment o
f identi
fied potential prior period errors on the basis
that the determination of the appropriate accounting adjustment and the appropriate
financial period in which to recognise
any adjustment, and the decision as to which errors to restate comparatives for, present both a signi
ficant risk o
f error, and an
opportunity for management bias. We planned incremental audit procedures over the Group’s accounting for these matters,
as set out in section 4 of our report. However, it was not possible for us to obtain suf
ficient appropriate audit evidence over the
Group’s reconsidered accounting position at 31 December 2023 and, where relevant, 1 January 2023 for a number of these historical
accounting positions due to several factors including, but not limited to, the following:
i.
Findings arising from the independent review concluded during 2025 regarding the conduct of certain key personnel, who were
responsible for a number of original judgements and estimates. These
findings include matters being misrepresented to us,
instances where information was inappropriately withheld from us, and/or misleading information provided to us. As a result,
we were not provided with all the relevant information that should have been made available to us to in forming our opinion on
the Company’s 2023 financial statements that we issued on 28 March 2024.
ii.
These findings
from the independent review gave rise to concerns about the competence, integrity, ethical values or diligence
of certain key personnel who were involved in providing us information relevant to the current year audit. Management and
those charged with governance have sought to take action to address those concerns, including in relation to the individuals
concerned. However, the effect that such concerns had on the reliability of representations and audit evidence in general was
such that we considered it necessary to obtain evidence from alternative sources in relation to a number of these historical
accounting positions. In some cases, this evidence was limited due to the matters noted below.
iii.
Inadequate accounting records were retained by the Group and/or knowledge of historical accounting has been lost following
the departure of key
finance and operational personnel who were responsible
for the original judgements and estimates.
iv.
Whilst we requested that the directors provide additional contemporaneous evidence regarding the accounting treatments,
including judgements and estimates, previously applied they were unable to do so within the time the directors made available
to us to conclude the audit (see further details below), or they concluded that it was not practicable or possible to obtain
such further evidence. In addition, the availability of contemporaneous evidence that was not affected by hindsight at each
potentially affected balance sheet date was, in some cases, inherently limited.
v.
In relation to the majority of revenue related matters identi
fied in the independent review, the directors have only considered
accounting estimates and judgements related to certain aspects of the contract without performing a full contract accounting
analysis as at 31 December 2023. Had such a full analysis been performed, it may have identi
fied
further prior year accounting
considerations, particularly given the significant amounts o
f judgement involved in contract accounting.
In addition, the directors have imposed time constraints upon us (see below). As a result, we have either been unable to perform
alternative audit procedures, or unable to complete our assessment of whether there were alternative audit procedures that we
could perform, to obtain suf
ficient appropriate audit evidence in respect o
f these matters. This includes not being able to obtain
suf
ficient appropriate audit evidence over the appropriateness o
f the Group’s assessment of whether some of these matters
represent errors; their determination of the appropriate accounting adjustment and the appropriate
financial period(s) to adjust;
and their decision as to which errors to restate comparatives for.
Accordingly, we have been unable to obtain suf
ficient appropriate audit evidence over the accounting recorded
for numerous of
these historical positions in the 2024 Group Financial Statements as at 1 January 2023 and 31 December 2023, and consequentially
the associated amounts recognised in the Group’s profit and loss account
for the years ended 31 December 2023 and 2024.
In addition, we have been unable to obtain suf
ficient appropriate audit evidence over whether an impairment o
f the Parent
Company’s investment in subsidiary should have been recognised in the Parent Company Financial Statements as at 31 December
2023, and if so the quantum, and consequentially any potential impacts on the Parent Company’s disclosed pro
fit
for the year
ended 31 December 2023 and loss for the year ended 31 December 2024.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
249
Governance
Financial statements
2. Basis for modi
fication o
f opinion on the
financial statements
(continued)
Management-imposed time constraints
In September 2025 the directors informed us that they would not provide us with any further information and would refuse us any
further time to complete our audit after 27 October 2025 and would require us to sign as soon as they had authorised and signed
the 2024 financial statements. Whilst we have continued to progress our audit procedures until the directors authorised and signed
the 2024 financial statements on the 30 October 2025, as a result, we have been unable to complete our audit procedures and
obtain suf
ficient appropriate audit evidence over the Group’s loss, other comprehensive expenses and cash flows and the Parent
Company’s disclosed loss for the year ended 31 December 2024, including in respect of the risk of material misstatement due to
management override in relation to amounts recognised in the income statement.
Overall impact
We requested the directors remove these limitations on the scope of our audit, and communicated this to the Audit, Risk and Ethics
Committee. We also considered, as is required by auditing standards, whether we should withdraw from the audit. Given the stage
of completion of our audit at the time that management imposed the scope limitation, we concluded that it was not practicable
nor in the public interest to withdraw and resolved to complete the audit to the fullest extent possible based on the information and
evidence available to us.
Group Financial Statements
As a result of all the above matters, we have been unable to determine whether any adjustments were necessary to the Group’s
reported balances as at 1 January 2023 or 31 December 2023, and therefore whether there were any consequential effects on the
Group’s losses and cash flows
for the years ended 31 December 2023 and 2024. Due to the potentially pervasive impacts to the
consolidated income statement for the year ended 31 December 2024 because of all the above matters, we have disclaimed our
opinion on the Group’s loss for the year ended 31 December 2024.
Nevertheless, we have concluded that the audit evidence we have obtained is a suf
ficient and appropriate basis
for our quali
fied
opinion on the state of the Group’s affairs as at 31 December 2024. Our opinion on the state of the Group’s affairs is quali
fied solely
in relation to the comparative information as at 31 December 2023.
Parent Company Financial Statements
As a result of all the above matters, we have been unable to determine whether any adjustments were necessary to the Parent
Company’s investment in subsidiary balance as at 31 December 2023 and therefore whether there were any consequential effects
on the Parent Company’s disclosed profit
for the year ended 31 December 2023 and loss for the year ended 2024.
We have concluded that the audit evidence we have obtained is a suf
ficient and appropriate basis
for our quali
fied opinion on the
Parent Company Financial Statements.
Our responsibilities in relation to our qualified opinion on the Group’s a
ffairs as at 31 December 2024 and our quali
fied opinion on
the Parent Company Financial Statements are described in section 11 of our report.
Independent auditor’s report
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
250
3. Material uncertainty related to going concern
The risk
Our response
Going concern
Refer to page 119 (Audit, Risk
& Ethics Committee Report)
We draw attention to pages
159 to 162 of the Group
Financial Statements which
indicates that the directors
have identified a material
uncertainty concerning the
completion of the planned
acquisition by Sidara, Sidara’s
plans for future operations
and in the absence of the
successful completion of the
acquisition the continued
availability of suf
ficient,
appropriate funding.
These events and conditions,
along with the other matters
explained on pages 159 to
162 of the Group Financial
Statements, constitute a
material uncertainty that
may cast significant doubt on
the Group’s and the Parent
Company’s ability to continue
as a going concern.
Our opinion is not further
modified in respect o
f this
matter.
Disclosure quality
The financial statements explain
how the Board has formed a
judgement that it is appropriate
to adopt the going concern basis
of preparation for the Group and
Parent Company.
That judgement is based on an
evaluation of the inherent risks to
the Group’s and Parent Company’s
business model and how those risks
might affect the Group’s and Parent
Company’s financial resources or
ability to continue operations over
the period from the date of approval
of the
financial statements to 31
December 2026 (“the going concern
assessment period”).
There is little judgement involved
in the directors’ conclusion that
risks and circumstances described
on pages 159 to 162 of the Group
Financial Statements represent a
material uncertainty over the ability
of the Group and Parent Company
to continue as a going concern
over the going concern assessment
period. However, the assessment as
to whether the Group and Parent
Company were a going concern
represented a significant judgement.
Clear and full disclosure of the facts
and the directors’ rationale for the
use of the going concern basis of
preparation, including that there are
related material uncertainties, is a
key financial statement disclosure
and so was the focus of our audit in
this area. Auditing standards require
that to be reported as a key audit
matter.
We identified a
fraud risk associated
with the risk of management
bias in relation to estimation of
the revenue, gross margins and
overheads forecasts assumptions
used in the forecasts. This is as a
result of our concerns identi
fied
throughout the audit (as set out
in section 2 of our report) and the
findings
from the independent
review, which increased our
assessment of the potential for
management bias in the forecasts.
Our procedures included:
Funding assessment:
We inspected the Group’s funding agreements,
including the “Amendment and Extension” agreements associated
with the Group’s debt refinancing, to identi
fy relevant
financial and
non-financial covenants and key terms, including the maturity dates.
For the “Amendment and Extension” agreements, we also identified
the key terms and conditions, including the dependencies required
before these agreements become effective. Based on the maturity
dates of these agreements we assessed the appropriateness of the
Group’s going concern assessment period.
We also inspected the facility agreement to understand the terms
and conditions of the Sidara
financing.
Covenant assessment:
We assessed whether the forecasts used for
the purpose of assessing compliance with covenants appropriately
reflected the definitions set out in the
funding agreements. We
reperformed calculations for key
financial covenants at each test
date in the going concern assessment period, in order to assess the
expected compliance with these covenants.
Use of specialists:
We involved our debt restructuring and
turnaround advisory specialists to support our assessment of
the risks associated with going concern, including supporting our
procedures over assessing the Group’s short term and longer- term
liquidity assumptions, solvency and sensitivity analysis.
Our sector experience:
We considered the directors’ initial
sensitivities over the level of available
financial resources indicated
by the Group’s financial
forecasts taking account of severe, but
plausible adverse effects that could arise individually and collectively.
Using our knowledge of the Group, and its industry, we identi
fied
that there were risks which could impact the Group’s adjusted
EBITDA and cashflows during the going concern assessment period
that had not been factored into the directors’ initial assessment. We
challenged the directors to perform additional sensitivity analysis
by preparing an alternative more severe but plausible downside
scenario, to take these risks into account.
Our work on the revised assessment included evaluating whether
the Group’s key assumptions over forecast revenue, gross margin,
overheads and resulting adjusted EBITDA margin are realistic,
suf
ficiently severe in the plausible downside scenario and consistent
with the external and internal environment. We performed this
evaluation with reference to our knowledge of the business,
and general market and macro-economic conditions, as well as
assessing whether the forecasts re
flected the current uncertainties
surrounding the Group.
Independent expectation:
In response to the fraud risk identi
fied
in respect of the revenue, gross margin and overheads cash
flow
forecasts, we developed an independent expectation of these
cashflows and compared this to the Group’s cashflow
forecasts.
We conducted interviews of key personnel across the Group
and considered our sector knowledge to inform our independent
expectation.
Enquiry of directors:
we inquired with the directors as to their
discussions to date with Sidara in relation to their intention if the
acquisition completes.
Assessing transparency:
We assessed the completeness and
accuracy of the matters covered in the going concern disclosure,
to consider whether they suf
ficiently explain the uncertainties and
related judgements made by the directors in assessing whether the
going concern basis of preparation is appropriate.
Our results:
We found the going concern disclosure on pages 159 to
162 of the Group Financial Statements with a material uncertainty
to be acceptable.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
251
Governance
Financial statements
4
Other key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most signi
ficance in the audit o
f the
financial
statements and include the most significant assessed risks o
f material misstatement (whether or not due to fraud) identi
fied by us,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. The matters described in the Basis for modi
fication o
f opinion on the
financial statements
and Material uncertainty related to going concern sections of our report are both signi
ficant key audit matters and are described in
sections 2 and 3 of our report respectively. We summarise below the other key audit matters, in decreasing order of audit signi
ficance,
in arriving at any audit opinion above, together with our key audit procedures to address those matters and, as required for public
interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures
undertaken, in the context of, and solely for the purpose of, our audit of the
financial statements as a whole, and in
forming any
opinion thereon, and consequently are incidental to any opinion, and we do not provide a separate opinion on these matters.
The risk
Our response
Management override of
controls
Refer to pages 116 to
121 (Audit, Risk & Ethics
Committee Report)
During the course of our current year
audit we became concerned that the
Group had provided us with incomplete
and/or inaccurate information regarding
the performance of certain contracts
in the Projects business unit that was
known at the date of our audit report
on the 2023 financial statements, and
during management’s preparation of
the interim financial statements
for the
six month period ended 30 June 2024.
Given this and the subsequent challenges
that we faced in our audit in obtaining
suf
ficient and appropriate audit evidence
regarding amounts recognised in the first
half of the year, we requested that the
Board commission an independent review
into the reported positions on contracts
in the Projects business unit and the
actions of senior management during the
financial close processes.
The Board engaged advisors to carry
out an independent review focusing on
reported positions in the Projects business
unit, accounting, governance and controls.
The independent review identified
material weaknesses and failures in
the Group’s financial culture within the
Projects business unit, misalignment
between tone from the top and corporate
governance requirements, leading to
management override of internal controls
over financial reporting and instances
of information being inappropriately
withheld from us, and unreliable
information being provided to us.
Our audit and the independent review
also identified:
•
a number of potential prior period
errors to the Group’s previously
reported income statement, balance
sheet and cash flow statement
(see below our separate key audit
matter on the treatment of identi
fied
potential prior period errors).
•
weaknesses in the ethics and
compliance processes and the “speak
up” culture of the group.
Further details of the independent review
can be found in the Audit, Risk and Ethics
Committee section on pages 122 to 123.
Our response included revisiting our risk assessment and materiality,
which resulted in us reducing performance materiality as a
percentage of materiality and increasing the number of components
where we performed audit procedures for the Group audit purposes.
In response to the increased risk, we involved additional senior audit
team members in the audit, and a significant amount o
f senior
audit team member time was spent in response to this risk. We also
determined a range of incremental procedures to be undertaken
both at the Group level and at certain components. This included:
Use of forensic specialists:
with the assistance of our forensic
specialists we:
•
attended meetings with management and advisors appointed by
the Board in relation to the independent review and challenged the
scope and methodology of the independent review carried out by
the Board’s advisors;
•
read whistleblowing reports and for a selection of reports we
understood the Group’s response to the matter and actions in
response to assess possible impacts on the financial statements
and our audit approach.
•
identified
fraud risks. This included holding a discussion with the
engagement partner, engagement manager and engagement
quality control reviewer, and assisting with designing and executing
relevant audit procedures to respond to the identified
fraud risks.
Extended scope:
we identified incremental risk criteria, in
formed by the
findings o
f the independent review, for journal entries that we considered
had characteristics of being fraudulent. For journals that met this risk
criteria, we sought to compare the entry to supporting documentation.
In response to an instance of management override that we identi
fied
through our journals testing, we exercised judgement as to whether it
was acceptable for the Group not to record an adjustment in relation to
this matter. In addition, we considered whether an amendment to our
risk assessment or approach was appropriate.
Enquiry of management:
for components where we performed
audit procedures, we made inquiries of individuals involved in the
financial reporting process about whether they were aware o
f any
inappropriate or unusual activity relating to the processing of journal
entries and other judgements.
Extended scope:
we performed additional unpredictable procedures,
including extending our testing over the existence of all reported cash
balances by either obtaining external confirmations or per
forming
alternative procedures.
Extended scope:
for components where we performed no audit
procedures, we applied increased scrutiny in the analytical
procedures we performed at the aggregated Group level to re-
examine our assessment that there was not a risk of material
misstatements relating to these components.
Accounting analysis:
we assessed accounting estimates for bias
and evaluated whether the circumstances producing the bias, if any,
represented a risk of material misstatement due to fraud. Where
fraud risks were identi
fied in relation to our other key audit matters,
the incremental responses to these have been included in the
respective key audit matters - see our key audit matters on goodwill
impairment, contract accounting in respect of
fixed price contracts,
going concern, treatment of identi
fied potential prior period errors,
and recoverability of Parent Company’s investment in subsidiary.
Independent auditor’s report
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
252
4
Other key audit matters: our assessment of risks of material misstatement
(continued)
The risk
Our response
Taking into account the matters we
identified and the findings
from the
independent review, we assessed an
increased risk of potential management
override of controls due to fraud.
We reassessed the fraud risks arising
from management override of controls
by considering potential areas where the
financial statements could be manipulated.
In performing this assessment, we
considered pressures or incentives
to achieve certain IFRS or non-IFRS
measures which could exist in light of:
the decline in the Group’s share price;
market expectations regarding a return
to free cash
flow; low headroom on debt
covenants; the need to refinance significant
debt; and interest from potential acquirers.
Our considerations included the potential
risk for: inappropriate accounting
estimates and judgements where there is
an opportunity for manipulation or bias
due to the subjectivity; the posting of
fictitious or
fraudulent journal entries; or
inappropriate accounting for signi
ficant
transactions that are outside the normal
course of business for the Group.
Accounting analysis:
We considered whether there were any
significant transactions that were outside the normal course o
f
business, or that otherwise appeared to be unusual due to their
nature, timing or size.
Board representations:
we assessed the enhancement in the Board’s
approach to approving the Group’s representations given our
challenge following the
findings o
f the independent review.
In addition to our response set out herein, our separate key audit
matters on goodwill impairment, contract accounting in respect
of
fixed price contracts, going concern, treatment o
f identi
fied
potential prior period errors, and recoverability of Parent Company’s
investment in subsidiary describe further procedures in response
to these matters and our work in respect of the risks of material
misstatement due to fraud and breaches of laws and regulations is
described in Section 5 of our audit report.
Our results
Following these incremental procedures, we are satisfied that the
risk of material misstatements as a result of management override
of controls in relation to the Parent Company and the Group balance
sheets as at 31 December 2024 was reduced to an acceptable level.
Due to the matters described in section 2 of our report, we have not
been able to obtain suf
ficient appropriate audit evidence in relation
to the risks of material misstatement due to management override in
relation to amounts recognised in the Group income statement and
cash flow statement during the year ended 31 December 2024 and the
loss disclosed for the Parent Company for the year then ended.
Treatment of identi
fied
potential prior period
errors
Refer to pages 116 to 121
(Audit, Risk and Ethics
Committee Report),
and pages 171 and 172
of the Group Financial
Statements (financial
disclosures).
Please see Accounting
Policies on pages 171 and
172 and Note 5 on page
179
Through the course of our audit and
from the
findings o
f the independent
review, a number of potential prior period
errors in the Group Financial Statements
were identified, particularly in relation
to accounting for lump sum turnkey
contracts, deferred tax assets and
software intangible assets.
The comparatives have been restated
for a number of these matters where the
Group concluded there were errors, as
further described in note 1. This has
reduced Group net assets as at 1 January
2023 by $301.2m, net assets as at 31
December 2023 by
$378.0m and increased the Group’s total
comprehensive expense for the year
ended 31 December 2023 by $76.8m.
The Group has concluded that other
matters were changes in accounting
estimates and/or judgements, or any
prior period errors were immaterial and
therefore have been accounted for in the
current year.
The Group’s assessment of whether
or not these items represent errors;
their determination of the appropriate
accounting adjustment and the
appropriate financial period; and their
decision as to which errors to restate
comparatives for, presents both a
significant risk o
f error, due to complexity
in the underlying accounting, and an
opportunity for management bias.
We performed the tests below rather than seeking to rely on any of
the Group’s controls because the nature of the matter is such that
we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our procedures included:
Accounting analysis:
we assessed the Group’s position for each item
identified as representing a potential prior period error to challenge
whether the position was being assessed under the appropriate
accounting standard.
We considered the Group’s judgement of whether a prior period error
existed or a change in accounting estimate for each matter identi
fied by:
•
challenging whether the Group’s assessment was based upon
information that was reasonably available to the Group at the
date of approval of the relevant
financial statements; and
•
assessing whether the previous accounting represented an
acceptable position based upon that information, and therefore
whether any changes in position should be accounted for
prospectively in the current period.
For those items where we had suf
ficient appropriate audit evidence
to conclude on whether a prior period error existed and the Group’s
proposed adjustment:
•
we assessed the acceptability of the Group’s decision on which
errors to restate for, and whether there were any indicators of
management bias.
•
for prior period errors corrected in the current year, rather than by
restating previous periods, we assessed the acceptability of this
treatment by considering whether these errors were individually
or in aggregate material to the users of the prior year
financial
statements.
Assessing transparency:
we assessed the adequacy of the Group’s
disclosures in relation to the rationale for, and
financial e
ffect of, the
prior year restatements recognised.
Our results
As further explained in section 2 of our report, there are several
potential prior period errors where we were unable to conclude
whether the Group’s accounting treatment in relation to the
comparatives, and any consequential impacts on the 2024 profit and
loss, was acceptable.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
253
Governance
Financial statements
4
Other key audit matters: our assessment of risks of material misstatement
(continued)
The risk
Our response
Goodwill impairment
(Goodwill $1,785.2m;
2023: $3,816.5m).
(Goodwill impairment -
$1,961.1m; 2023: $nil).
Refer to pages 116 to 121
(Audit, Risk and Ethics
Committee Report), page
163 (accounting policies)
and note 10 (financial
disclosures).
Forecast-based assessment
The Group has recognised a total goodwill
impairment charge of $1,961.1m across the
Projects, Operations and Consulting cash
generating units (“CGUs”).
The Group has estimated recoverable
amounts for goodwill based on value in
use which requires significant estimation
in determining long-term growth rates
and discount rates and forecasting future
cash flows, including revenue and EBITDA
margin, which comprises assumptions
over gross margins and overhead margins.
There was significant uncertainty
surrounding the recoverability of the
goodwill at 31 December 2024 because
of the ongoing independent review,
challenges in the macroeconomic
environment in which the Group primarily
operates and the significant challenge
facing the Group regarding the ability
to refinance the required debt
facilities.
The financial results in 2024 were also
behind budget and the Group’s market
capitalisation on 31 December 2024 was
significantly below the carrying value o
f
the Group’s net assets.
As a result of the above challenges
and uncertainty, the Group has made
significant risk-adjustments to their
assumptions, which are inherently
subjective.
The effect of these matters is that,
as part of our risk assessment, we
determined that the recoverable amount
of goodwill, in particular in relation to
the Projects, Operations and Consulting
CGUs, had a high degree of estimation
uncertainty, with a potential range of
reasonable outcomes greater than
our materiality for the Group Financial
Statements as a whole and possibly
many times that. The Group Financial
Statements (note 10) disclose the
sensitivities estimated by the Group.
We also identified a
fraud risk associated
with the risk of management bias in
relation to estimation of the revenue,
gross margins and overheads forecasts
assumptions used to determine the
recoverable amount of goodwill. This
is as a result of our concerns identi
fied
throughout the audit (as set out in section
2 of our report) and the
findings
from
the independent review which increased
our assessment of the potential for
management bias in the forecasts.
We performed the tests below rather than seeking to rely on any
of the Group’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Assessing methodology:
we assessed whether the principles and
integrity of the forecast cash
flows are in accordance with applicable
standards with the involvement of our own valuation specialist. We also
evaluated the reasonableness of the Group’s change in assumptions
relating to the allocation of central costs and assets to the CGUs.
Given the size of the Projects, Operations and Consulting CGUs, our
procedures focused on these and included:
Our sector experience:
we challenged the revenue growth
assumptions used by comparing the Group’s assumptions of growth
in market share against external data (such as industry sector
forecasts). We also challenged the gross margin and overheads
assumptions with reference to our knowledge of Group-speci
fic
factors and wider macro-economic conditions.
Independent expectation:
In response to the fraud risk identi
fied
in respect of the revenue, gross margin and overheads cash
flow
forecasts, we developed an independent expectation of these
cashflows and compared this expectation to the Group’s risk-
adjusted cashflows. We conducted interviews o
f key personnel
across all CGUs and considered our sector knowledge to inform our
independent expectation.
Our sector experience:
we challenged the long- term growth rates
applied by the Group, with the involvement of our macroeconomics
specialists, by comparing to external data.
Our valuation expertise:
assisted by our own valuation specialists, we
challenged the assumptions used by the Group in the calculation of the
discount rates based on our own expectations, using our knowledge of
the Group and experience of the industry in which it operates.
Comparing valuations:
we assessed the reasonableness of the Group’s
explanations regarding significant di
fferences between the market
capitalisation and the carrying value of the Group’s net assets, after
impairment, with the assistance of our own valuation specialists.
Sensitivity analysis:
we performed sensitivity analysis, including
reasonably possible changes in revenue growth rate, gross margins,
overheads, alternative higher discount rate assumptions and lower
long-term growth assumptions to assess the level of sensitivity to
these assumptions and the range of reasonably possible impacts on
the carrying amount.
Assessing transparency:
we assessed whether the Group’s
disclosures, relating to the sensitivity of the outcome of the
impairment assessment to a reasonably possible adverse change
in the discount rate, revenue growth rate, EBITDA margin and
long-term growth rate, reflect the risks inherent in the recoverable
amount of the CGUs.
Our results
We found the goodwill balance as at 31 December 2024 to be
acceptable.
Due to the matters described in section 2 of our report, we have not
been able to obtain suf
ficient appropriate audit evidence over the
goodwill balance recorded at 31 December 2023, and consequentially
the impairment loss recognised in the year ended 31 December 2024.
Independent auditor’s report
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
254
4
Other key audit matters: our assessment of risks of material misstatement
(continued)
The risk
Our response
Contract accounting in
respect of
fixed price
contracts
(Included within trade
receivables of $503.0m
(2023: $692.9m restated),
gross amounts due
from clients (contract
assets) of $337.4m (2023:
$400.3m restated), gross
amounts due to clients
(contract liabilities) of
$264.1m (2023: $105.9m
restated), Project related
provisions of $105.4m
(2023: $105.7m restated),
and other non-current
liabilities of $232.5m
(2023: $77.4m restated).
Refer to pages 116 to
121 (Audit, Risk and
Ethics Committee
Report), pages 159 to
172 (accounting policies),
pages 171 and 172 (prior
year restatement)
and note 2 (financial
disclosures).
Subjective estimate:
Fixed price (“lump sum”) contracts can
include both complex technical and
commercial requirements and may
last for a number of years. Recognition
of revenue and pro
fit or loss on such
contracts relies on:
•
estimating the forecast costs to
complete the contract, as revenue
is recognised with reference to the
percentage of costs incurred relative to
total forecast costs on the contract;
•
incorporating an allowance in the
assessment of contract revenue and
costs for technical and commercial
risks or customer claims or contract
penalties (liquidated damages);
•
estimating the amount of variation
orders that can be claimed under the
existing contracts and the proportion
of these that satisfy the highly
probable revenue recognition criteria
for variable consideration under IFRS
15, as well as determining whether
the Group has an enforceable right to
payment; and
• appropriately identifying, estimating
and providing for onerous contracts.
The estimates above impact revenue
for the period, receivables and contract
assets, contract liabilities and onerous
contract provisions. There can be significant
judgement and complexity in these
estimates.
The effect of these matters is that, as part
of our risk assessment, we determined
that contract accounting in respect of
fixed price contracts has a high degree o
f
estimation uncertainty, with a potential
range of reasonable outcomes greater than
our materiality for the
financial statements
as a whole and possibly many times that
amount. This includes the Aegis Poland
contract, which has the single greatest
effect on the estimate. The
financial
statements (page 163 and note 2) disclose
the estimations made by the Group.
Furthermore, there is pressure on
management to meet financial targets,
as was also highlighted in the independent
review, including revenue and profitability
goals which could incentivise management
to engage in fraudulent
financial reporting.
The estimation involved in recognising
revenue and profit or loss on these lump
sum contracts could present an opportunity
to engage in fraudulent
financial reporting.
Our assessment of this risk has increased
in the period considering in-year findings,
including potential prior period errors,
identified through the independent review.
Our work focused on a number of contracts, through an enhanced
set of scoping criteria to re
flect our identification o
f an increased risk
following
findings o
f the independent review, where we considered
there to be the highest degree of management judgement and
estimation. This included the Aegis Poland contract. Our procedures
on these contracts included:
•
Historical Comparisons:
we assessed the Group’s ability to
accurately forecast end of life contract margins by comparing
the previous estimates of total forecast costs and variable
consideration to final agreed outcomes.
•
Personnel Interviews:
we obtained an understanding of the
performance and status of selected contracts, through discussion
with operational and finance contract project teams and
internal counsel, where applicable, to consider whether relevant
information was included in cost and revenue forecasts.
•
Inspection of legal correspondence:
for contracts in litigation or
pre-litigation we obtained and inspected representation letters and
other correspondence from external legal counsel to assess whether
this corroborates or contradicts the Group’s accounting position.
•
Inspection of contracts and customer correspondence:
for selected
contracts, we inspected the contracts and correspondence
with customers to assess whether where variation orders led
to recognition of revenue, these are either due to contract
modifications that are determined to be approved, or variable
consideration that was included in the existing contracts and
assessed as highly probable.
•
Inspection of contracts:
we inspected selected contracts for key
financial clauses, such as liquidated damages, and we assessed
whether such clauses were appropriately reflected in the amounts
recognised.
•
Test of details:
we assessed the cost estimates within the
forecasts by considering the forecast amount of work still to be
delivered against historic programme run rates, challenged cost
savings assumptions as well as assessing the appropriateness of
contingencies included within the cost forecasts.
•
Independent reperformance:
we reperformed calculations of
revenue based on percentage of completion, with reference to
costs incurred.
•
Use of specialists:
for certain higher risk or larger contracts,
we involved our project specialists to identify the risks and
opportunities associated with the contract and developed a range
of possible contract out-turns and challenged the appropriateness
of revenue recognised and contract balances held in relation to
these contracts.
•
Assessing transparency:
we assessed the adequacy of the Group’s
disclosures about the degree of estimation involved in arriving at the
estimated revenue and the related contract assets and liabilities.
We performed the tests above rather than seeking to rely on any of
the Group’s controls because the nature of the balance is such that we
would expect to obtain audit evidence primarily through the detailed
substantive procedures described.
Our results
Following these procedures, we determined that the contract balances
recognised associated with fixed price contracts within the Trade
and Other receivables, Trade and Other payables, Other non- current
liabilities and Provisions balance sheet captions at 31 December 2024
were acceptable.
As further explained in section 2 of our report, we were unable to obtain
suf
ficient appropriate audit evidence over the accounting recorded
for
numerous historical positions, including certain lump sum contracts, in
the 2024 Group Financial as at 31 December 2023, and consequentially
the associated amounts recognised for these contracts in the pro
fit and
loss account for the year ended 31 December 2024. Therefore, we were
unable to conclude whether the revenue recognised from
fixed price
contracts in the current year is acceptable.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
255
Governance
Financial statements
4
Other key audit matters: our assessment of risks of material misstatement
(continued)
The risk
Our response
Litigations and
claims related
provisions and
contingent liabilities
(Litigation related
provisions – $27.6m,
2023 restated:
$2.1m and certain
amounts forming
part of Project
related provisions
- $105.4m, 2023
restated: $105.7m,
as disclosed in
note 22) Refer to
pages 116 to 121
(Audit, Risk and
Ethics Committee
Report), pages 159
to 172 (accounting
policies) and notes
22 and 35 (financial
disclosures).
Omitted exposures
In the normal course of business,
potential exposures may arise from
certain forms of adversarial formal
and informal claims proceedings,
including litigation, arbitration or
possible regulatory investigations
arising from breaches of laws
and regulations. These exposures
typically arise from historical
contracts with customers
where performance obligations
are completed or terminated.
Examples of such exposures
include claims relating to historical
work such as defect claims,
regulatory investigations, health
and safety matters or alleged
professional negligence. There is
a risk over the completeness of
liabilities and contingent liabilities
arising from such exposures.
Furthermore, following the
findings
of the independent review and
weaknesses we identified in the
ethics and compliance processes,
there is an increased risk related
to completeness of provisions
recognised and contingent
liabilities disclosed arising from
potential breaches of laws and
regulations.
As such, we have identified
an increased risk over the
completeness of litigations and
claims related provisions recognised
and contingent liabilities disclosed
in the Group Financial Statements
at 31 December 2024.
Dispute outcome
Under IAS 37, matters for which
there is a probable outflow that is
capable of being reliably estimated
should be provided for. The amounts
involved are potentially material,
and the application of accounting
standards to determine the amount,
if any, to be provided for as a liability,
is inherently subjective.
The outcome of any such matters
is uncertain, and any position taken
by the Group typically involves
significant judgements and
estimates. The degree of estimation
is generally dependent on the extent
of information available at a point
in time and many complex matters
and uncertainties may take several
years to be resolved. Ultimate
resolution may be via negotiated
settlement between the parties or
formal process, such as mediation,
arbitration or litigation.
Our procedures included:
Completeness and Accuracy testing of Legal Registers:
we assessed the
completeness and accuracy of the Group’s Global Litigations Report and Signi
ficant
Issues Report with reference to our inspection of board minutes and internal audit
reports, our component auditors’ reporting, enquiries with external counsel and
verifying that relevant matters were captured in the aforementioned reports.
In response to the increased risk over completeness identified in the current
year, we performed the following incremental procedure to inform our
assessment of the completeness of matters reported in the Group’s Global
Litigations Report and Significant Issues Report: comparing the cases and
narrative of matters included within the Group’s Commercial Watchlist to
those in the Group’s Litigations Report; obtained written representations
from all Senior Vice Presidents of Legal to con
firm that all matters that they
were aware of were included within central registers; and inspected the legal
due diligence register to assess whether for any instance of a law
firm being
engaged to represent the Group on a specific matter, that matter was included
on the Global Litigations Report or Significant Issues Report.
Inspection of Whistleblowing reporting for undisclosed liabilities:
we obtained a
copy of the Group’s whistleblowing register from January 2023 to April 2025 to
identify any potentially undisclosed liabilities impacting the Group. We identi
fied
certain gaps in the records of the Group’s whistleblowing case management system,
which increased our assessment of the risk of unidenti
fied liabilities, which led to us
extending our inspection of the register through to October 2025 and extending the
scope or timing of certain other procedures described here.
External Legal Counsel Inquiries:
for all signi
ficant litigation cases and other
higher risk legal cases to which the Group has appointed external legal counsel,
we have inspected correspondence with the Group’s external legal counsel,
where available, accompanied by discussions and formal con
firmations
from
that counsel, in order to assess the appropriateness of the Group’s accounting
treatment and/or disclosure for these matters.
Assessment of External Legal Counsel:
for each assessed matter where
we performed inquiries of external counsel, we assessed the independence,
competence and objectivity of the external counsel by inspecting their terms of
engagement, qualifications and credentials.
Inquiries of Internal Counsel:
on all significant matters subject to adversarial
proceedings, we have discussed the status of those matters with internal counsel
at various stages throughout the year and the subsequent events period. These
inquiries have informed our challenge of the Group’s assessment as to whether the
matter should be recognised as a provision or disclosed as a contingent liability.
Subsequent Events:
given the extended subsequent events period, we performed
multiple sets of inquiries with a selection of these external and internal legal
counsels to identify relevant updates to ongoing cases and to assess whether the
Group has appropriately considered whether the events are adjusting or non-
adjusting. We also tested settlements agreed post year-end to assess whether
these are appropriately accounted for as at the balance sheet date.
Assessment over Appropriateness of Provisions and Contingent Liabilities:
we considered the case specific documentation (such as contracts, claim
letters, expert reports) or other forms of evidence available (such as legal
counsel representations) and evaluated the assumptions used by the Group in
determining the likely economic outflow (such as the probability o
f settlement
or the outcome of certain legal principles) in assessing whether a provision
should be recognised or a contingent liability disclosed. Where a provision was
recognised or an estimate of the potential
financial e
ffect disclosed, we also
assessed the basis of the Group’s estimate based on that evidence.
Retrospective Review:
we compared the value of settlement of historical
litigations and contract related cases with similar fact patterns to assess the
appropriateness of the Group’s provisions recognised.
Adequacy of Disclosure:
we assessed whether the Group’s disclosures detailing
significant adversarial claims adequately disclose the potential exposures o
f the
Group. This included assessing the acceptability of the level of disaggregation
provided by the Group on individual exposures.
We performed the tests above rather than seeking to rely on any of the Group’s
controls because the nature of the matters is such that we would expect to obtain
audit evidence primarily through the detailed substantive procedures described.
Our results
We considered the litigation and claims-related provision recognised as at 31
December 2024 and the contingent liability disclosures made to be acceptable.
Independent auditor’s report
continued
John Wood Group PLC
Annual Report and Financial Statements 2024
256
4
Other key audit matters: our assessment of risks of material misstatement
(continued)
The risk
Our response
Consolidation
During the period the Group has
transitioned to a new consolidation system.
There has been a significantly higher
volume and complexity of journals posted
at the Group level as part of the current
year consolidation process, in particular
due to the prior year adjustments disclosed
on pages 171 and 172, incorrect journal
entries that required correction, and late
adjustments identified.
Throughout the course of our current
year audit, we have identified significant
control deficiencies in the Group’s financial
reporting process in relation to:
• elimination of complex intercompany
transactions;
• authorisation and supporting
documentation for journals and other
adjustments made at the Group level
during the financial reporting close
process; and
•
reconciliation of adjustments posted to
the Group Financial Statements.
As a result, we have spent a significant
amount of time in our audit performing
work over the Group’s consolidation.
We performed the detailed tests below rather than seeking to rely
on any of the Group’s controls because our knowledge of the design
of these controls indicated that we would not be able to obtain the
required evidence to support reliance on controls.
Our procedures included:
Tests of details:
for components where we performed audit procedures,
we agreed the financial in
formation included in the consolidation for
those components directly to the component financial in
formation that
we had performed work over as part of the Group audit.
Tests of details:
we assessed the completeness of the current year
consolidation adjustments by comparing to those recognised in the
prior year.
Reperformance:
we independently recalculated the profit/loss and
total comprehensive expense attributable to non-controlling interests
and compared to the amount recognised.
Reperformance:
we sought to independently reconcile the Group’s
consolidation schedule to the Group Financial Statements, including in
relation to prior period restatements.
Tests of details:
in addition to the journals testing performed to
respond to the risk of management override of controls detailed in our
separate key audit matter, we sought to assess the appropriateness of
consolidation adjustments that were greater than our set quantitative
threshold by inspecting supporting documentation. We also sought to
assess whether these adjustments were in accordance with the Group’s
accounting policies and the relevant accounting standards.
Tests of details:
we obtained a list of intra-group transactions and
balances to assess whether these had been appropriately eliminated within
the consolidation.
Our results
In relation to the Group balance sheet as at 31 December 2024: the
results of our procedures on the consolidation were satisfactory.
Due to the matters described in section 2 of our report, we have not
been able to obtain suf
ficient appropriate audit evidence in relation
to the Group income statement and cash flow statement
for the year
ended 31 December 2024.
Parent Company
risk: Recoverability
of Parent
Company’s
investment in
subsidiary
(Investment
in subsidiary -
$1,308.6m; 2023:
$4,410.7m).
(Investment
in subsidiary
impairment -
$3,127.9m; 2023:
$nil).
Refer to pages 116 to
121 (Audit, Risk and
Ethics Committee
Report), pages 159
to 172 (accounting
policies) and note
1 of the Parent
Company Financial
Statements
(financial
disclosures)
Forecast-based assessment
The recoverability of the Parent Company’s
investment in subsidiary is subject to the
same uncertainties set out in our key audit
matter on goodwill impairment given the
same forecasts are used in the investment
impairment assessment. As a result,
the Parent Company has recognised an
impairment of $3,127.9m in the current year.
The effect of these matters is that, as part of
our risk assessment, we determined that the
recoverable amount of the Parent Company’s
investment in subsidiary had a high degree of
estimation uncertainty, with a potential range
of reasonable outcomes greater than our
materiality for the Parent Company Financial
Statements as a whole and possibly many
times that. The Parent Company Financial
Statements (note 1) disclose the sensitivity
estimated by the Company.
We considered there to be a fraud
risk associated with the potential for
management bias in the determination of
the cash flow
forecasts used to determine
the recoverable amount of the Group. These
forecasts are a signi
ficant input into the
determination of the recoverable amount
of the Parent Company investment and,
therefore, we considered there to be a risk
of management bias associated with the
recoverability of the Parent Company’s
investment in subsidiary.
We performed the tests below rather than seeking to rely on any of the
Parent Company’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our procedures included:
Comparing valuations:
we compared the carrying amount of the
investment with the recoverable amount of the investment. The Parent
Company derived the recoverable amount of the investment from the
recoverable amount of the Group, adjusted for the fair value of debt
and other surplus assets and liabilities held by the Parent Company’s
direct and indirect subsidiaries. Our procedures over the recoverable
amount of the Group included those detailed in our key audit matter on
goodwill impairment.
We assessed the appropriateness and completeness of the
adjustments made by the Parent Company relating to the fair value
of debt and other surplus assets and liabilities, including intercompany
balances, held by the Parent Company’s direct and indirect subsidiaries.
Assessing transparency:
We assessed whether the Parent Company’s
disclosures, relating to the sensitivity of the outcome of the impairment
assessment to a reasonably possible adverse change in the discount rate,
revenue growth rate, EBITDA margin and long-term growth rate, reflect
the risks inherent in the recoverable amount of the Parent Company’s
investment in subsidiary.
Our results
We found the investment in subsidiary balance as at 31 December 2024
to be acceptable.
Due to the matters described in section 2 of our report, we have not
been able to obtain suf
ficient appropriate audit evidence over the
investment in subsidiary balance recorded at 31 December 2023, and
consequentially the impairment loss recognised in the year ended 31
December 2024.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
257
Governance
Financial statements
Independent auditor’s report
continued
5
Our application of materiality and an overview of the scope of our audit
Materiality
The scope of our work is in
fluenced by our view o
f materiality and our assessed risk of material misstatement.
Materiality for the Group Financial Statements as a whole was set at $30m (2023: $30m), determined with reference to a
benchmark of Group revenue from continuing operations. We considered Group revenue to be the most appropriate benchmark as
it provides a more stable measure year on year than Group loss before tax. This is consistent with 2023. In setting group materiality
at planning, we determined materiality using forecast Group revenue. This represents 0.6% of the
final Group revenue value (2023:
0.5% of the previously reported revenue from continuing operations). We reconsidered our current year materiality in the context of
the findings
from the independent review alongside the
findings
from our audit and concluded that the benchmark and materiality
amount for the Group Financial Statements as a whole remained appropriate.
Materiality for the Parent Company Financial Statements as a whole was set at $29m (2023: $29m), determined with reference
to a benchmark of Parent Company total assets. We determined materiality using the forecast Parent Company’s total asset. Our
materiality represents 0.8% (2023: 0.4%) of the
final total assets value. We reconsidered the materiality amount
for the Parent
Company Financial Statements as a whole and concluded that it remained appropriate.
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in
individual account balances add up to a material amount across the financial statements as a whole.
Performance materiality was initially set at 75% (2023: 75%) but was subsequently revised downwards to 50% of materiality
for the
financial statements as a whole, which equates to $15m (2023: $22.5m)
for the Group and $14.5m (2023: $21.75m) for
the Parent Company. We revised the percentage applied for the purposes of determining performance materiality in response to
control deficiencies identified during the current and prior period, the level o
f identi
fied misstatements and the findings
from the
independent review.
We agreed to report to the Audit, Risk and Ethics Committee any corrected or uncorrected identified misstatements exceeding
$1.5m (2023: $1.5m), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of the consolidated
financial statements. The revised
standard changes how an auditor approaches the identification o
f components, and how the audit procedures are planned and
executed across components.
In particular, the definition o
f a component has changed, shifting the focus from how the entity prepares
financial in
formation to
how we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement. Similarly, the
group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are
performed (centrally and/or at component level) and how these procedures are executed and supervised. As a result, we assess
scoping and coverage in a different way and comparisons to prior period coverage
figures are not meaning
ful. In this report we
provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material
misstatement to the Group Financial Statements and which procedures to perform at these components to address those risks.
In response to the matters discussed in the management override of controls key audit matter in section 4, we revisited our risk
assessment and increased the number of components where we performed audit procedures for the Group audit purposes.
The Group operates through a significant number o
f legal entities. We identi
fied 2 quantitatively significant components which
contained the largest percentages of total revenue of the Group for which we performed audit procedures.
We also identified 4 components as requiring special audit consideration, owing to Group risks relating to revenue residing in these
components.
Additionally, we selected 24 components with accounts and disclosures contributing to specific risks to the Group financial
statements, including in some cases the heightened risk of management override of controls described in section 4 of our report.
Accordingly, we performed audit procedures on 30 components. We involved component auditors on 17 components. We set the
component materialities, ranging from $5m to $14m, having regard to size and risk pro
file.
We planned our audit procedures to cover approximately 80% of the Group’s initially forecast revenue. However, due to the matters
described in section 2 of our report, we have been unable to form an opinion on the Group’s loss for the year.
We performed audit procedures over the Group’s cash and cash equivalents, goodwill and other intangibles, and retirement bene
fit
scheme surplus, which in aggregate represent 58% of the Group’s total assets. In addition, we performed audit procedures in
relation to components and consolidation adjustments that overall accounted for 50% of the Group’s total assets excluding the
balances referenced above. For the remaining components, we performed analysis at a Group level to re-examine our assessment
that there is not a risk of material misstatement relating to these components.
The Group auditor performed the audit of the parent Company.
John Wood Group PLC
Annual Report and Financial Statements 2024
258
Group auditor oversight
As part of establishing the overall Group audit strategy and plan, we conducted risk assessment and planning discussion meetings
with component auditors to discuss Group audit risks relevant to the components
We visited 4 component auditors in 4 locations to assess the audit risks and strategy. Video and telephone conference meetings
were also held with these component auditors and others that were not physically visited. At these visits and meetings, the results
of the planning procedures and further audit procedures communicated to us were discussed in more detail, and any further work
required by us was then performed by the component auditors. The incidence of component visits and the frequency of other
component auditor interactions was increased as part of our revised audit strategy. This included an additional global component
briefing in January 2025 to explain the changes in our risk assessment in detail. In response to our concerns identified throughout
the audit and the findings
from the independent review, we communicated our updated risk assessment and any changes to the
original instructions to component auditors as appropriate. This included instructing component auditors to perform incremental
procedures over high-risk journal entries as described in our management override of controls key audit matter in section 4 of our
report. We also instructed all component auditors to perform enhanced subsequent events procedures and enquiries.
We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the
appropriateness of conclusions drawn from the audit evidence obtained and consistencies between communicated
findings and
work performed, with a particular focus on management override of controls and contract accounting in respect of
fixed price
contracts.
Impact of controls on our Group audit
As outlined by the Audit, Risk & Ethics Committee on page 120, the Group has several significant deficiencies in its internal system
of controls, as identi
fied by the independent review, and also consistent with our own audit findings in the current year. As a result,
we did not plan to rely on controls in the majority of areas of our audit and performed a predominately substantive audit. We have
also identified the risk o
f management override of controls as a key audit matter and have performed additional procedures in
response to this risk as outlined in section 4 of our report.
6
The impact of climate change on our audit
In planning our audit, we have considered the potential impact of climate change on the Group’s business and the
financial statements.
The Group has set out its commitments on climate change to reduce scope 1 and 2 carbon emissions by 40% by 2030. Climate
change impacts the Group in a variety of ways, creating both risks and opportunities. The opportunities include potential for
capitalising on the growth in markets arising from energy transition. The risks include demand uncertainty relating to the market’s
response to climate issues, the pattern of energy transition, and the Group’s ability to respond to this.
As part of our audit, we have made enquiries of management to understand the extent of the potential impact of climate change
on the Group’s financial statements. We have per
formed a risk assessment of how the impact of climate change may affect the
financial statements and our audit. Our risk assessment
focused on the risk climate change may pose to the determination of
future cash
flows used in assessments such as impairment. On the basis o
f our risk assessment, we determined that goodwill
impairment is the area which could be the most impacted area of our audit.
As explained in note 10 of the Group Financial Statements, in preparing the value-in-use calculations the Group has considered the
risks and opportunities related to energy transition and security. Our audit response to the goodwill impairment key audit matter
in section 4 of our report included us challenging the revenue and long-term growth rate assumptions used in the value in use
calculations by comparing the Group’s assumptions of growth against external data, which inherently factors in current market
expectations of the impact of climate.
Taking into account our risk assessment procedures and the relatively short-term nature of the Group’s other assets we have not
identified any other key audit matters relating to climate change.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
259
Governance
Financial statements
Independent auditor’s report
continued
7
Going concern basis of preparation
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or
the Parent Company, or to cease their operations, and as they have concluded that the Group and the Parent Company’s financial
position means that this is realistic over the period from the date of approval of the
financial statements to 31 December 2026
(“the going concern period”). As stated in section 3 of our report, they have also concluded that there is a material uncertainty
related to going concern.
An explanation of how we evaluated management’s assessment of going concern is set out in section 3 of our report.
Our conclusions based on this work:
•
we consider that the directors’ use of the going concern basis of accounting in the preparation of the
financial statements is
appropriate;
•
we have nothing material to add or draw attention to in relation to the directors’ statement on pages 159 to 162 to the Group
Financial Statements on the use of the going concern basis of accounting, and their identi
fication therein o
f a material
uncertainty over the Group and Parent Company’s ability to continue to use that basis for the going concern period; and
•
the related statement under the UK Listing Rules set out on pages 148 and 149 is materially consistent with the financial
statements and our audit knowledge.
8
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to commit fraud.
As described in the key audit matter relating to management override of controls in section 4 of our report, we performed a number
of incremental risk assessment procedures in response to the
findings o
f the independent review.
In addition, our risk assessment procedures also included:
•
Enquiring of directors, the Audit, Risk and Ethics Committee, internal audit, the ethics and compliance team and the internal legal
team as to the Group’s high-level policies and procedures to prevent and detect fraud as well as whether they have knowledge of
any actual, suspected or alleged fraud.
•
Inspection of the Group’s internal policy documentation, including those covering the internal audit function, the ethics and
compliance function and the Group’s channels for “whistleblowing”.
•
Reading Board, Audit, Risk and Ethics committee, and Investigation Oversight Committee minutes to the extent that these have
been made available to us.
•
Attendance by senior members of the audit team at the majority of Audit, Risk and Ethics committee and Investigation Oversight
Committee meetings during the year and subsequent to year end. Our forensic specialists also attended a number of these
meetings.
•
Considering remuneration incentive schemes and performance targets for management and directors including the annual bonus
plan and long-term incentive plan.
• Using analytical procedures to identify any unusual or unexpected relationships.
•
Reading the reports prepared by the Company’s external advisors setting out the findings o
f the independent review.
We communicated identified
fraud risks throughout the audit team and remained alert to any indications of fraud throughout
the audit. This included communication from the Group audit team to component auditors of relevant fraud risks identi
fied at the
Group level and requests to component auditors to report to the Group audit team any instances of fraud that could give rise to a
material misstatement at the Group level.
As required by auditing standards, and taking into account possible pressures to meet profit targets, external debt covenant
thresholds and our knowledge of the control environment, we performed procedures to address the risk of management override of
controls and the risk of fraudulent revenue recognition, in particular over
fixed price contracts where there is increased opportunity
for fraudulent
financial reporting due to the estimation involved, and the risk o
f bias in accounting estimates and judgements such
as revenue, gross margins and overhead forecast assumptions used in the goodwill and parent company investment impairment
testing and for the going concern assessment. Further detail in respect of these key audit matters and the procedures performed in
response to these fraud risks is included in section 4 of our report.
We did not identify any additional fraud risks.
Due to the matters described in section 2 of our report, we have not been able to obtain suf
ficient appropriate audit evidence in
relation to the risks of material misstatement due to fraudulent revenue recognition on
fixed price contracts, management override,
goodwill impairment or impairment of the Parent Company’s investment in subsidiary in relation to amounts recognised in the
income statement during the year ended 31 December 2024.
John Wood Group PLC
Annual Report and Financial Statements 2024
260
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas o
f laws and regulations that could reasonably be expected to have a material effect on the
financial
statements from our general commercial and sector experience, through discussion with the directors and other management (as
required by auditing standards), and from inspection of the Group’s regulatory and legal correspondence and discussed with the
directors and other management the policies and procedures regarding compliance with laws and regulations.
We read the Company’s legal advice in connection with the possible implications of the
findings
from the independent review and
the potential for resultant breaches of applicable laws or regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications o
f non-compliance
throughout the audit. This included communication from the Group audit team to component auditors of relevant laws and
regulations identified at the Group level, and a request
for component auditors to report to the Group audit team any instances of
non- compliance with laws and regulations that could give rise to a material misstatement at the Group level.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the
financial statements including financial reporting
legislation (including related companies legislation), distributable profits legislation, taxation legislation, and pensions legislation in
respect of de
fined benefit pension schemes and we assessed the extent o
f compliance with these laws and regulations as part of
our procedures on the related financial statement items.
Due to the matters described in section 2 of our report, we do not express an opinion on whether the
financial statements, strategic
report or directors’ report have been prepared in accordance with the requirements of Companies Act 2006. Section 10 of our
report also details the impact of the limitation on our work described in section 2 of our report on the matters that we are required
to report on by exception under Companies Act 2006.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a
material effect on amounts or disclosures in the
financial statements,
for instance through the imposition of
fines or litigation.
We identified the
following areas as those most likely to have such an effect: health and safety, anti-bribery and anti-corruption,
money laundering legislation, employment law and social security legislation, contract legislation, Foreign Corrupt Practices Act,
environmental protection legislation, federal acquisition regulations, speci
fic aspects o
f the Listing Rules and
financial conduct
regulation, and certain aspects of company legislation recognising the nature of the Group’s activities and its legal form. Auditing
standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors
and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational
regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
For the asbestos related litigation and contingent liability matters discussed in notes 21 and 35, we assessed the disclosures against
our understanding gained through the audit procedures performed, including inspection of legal correspondence where appropriate.
Further detail in respect of certain litigation-related provisions and contingent liabilities is set out in the key audit matter disclosures
in section 4 of this report.
We discussed with the Audit, Risk and Ethics committee matters related to actual or suspected breaches of laws or regulations, for
which disclosure is not necessary, and considered any implications for our audit.
Context of the ability of an audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that an auditor may not detect some material
misstatements in the financial statements, even though the auditor has properly planned and per
formed the audit in accordance
with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls. Audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance
with all laws and regulations.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
261
Governance
Financial statements
Independent auditor’s report
continued
9
Other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together with the
financial statements. Our
opinion on the financial statements does not cover the other in
formation and, accordingly, we do not express an audit opinion or,
except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work,
the information therein is materially misstated or inconsistent with the
financial statements or our audit knowledge.
Due to the matters described in section 2 of our report, including that we have been unable to complete our procedures, and
the possible consequential effect on the other information, we have been unable to determine whether there are material
misstatements in the other information, including the strategic report and the directors’ report.
Strategic report and directors’ report
Due to the matters described in section 2 of our report and the possible consequential effect on the related disclosures in the
strategic report and directors’ report, we do not express an opinion on whether the information given in the strategic report and
the directors’ report for the
financial year is consistent with the financial statements, or on the preparation o
f those reports in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in
respect of emerging and principal risks and the viability statement, and the
financial statements and our audit knowledge.
Based on those procedures, other than the material uncertainty related to going concern referred to above, we have nothing further
material to add or draw attention to in relation to:
•
the directors’ confirmation within the viability statement on page 94 that they have carried out a robust assessment o
f the
emerging and principal risks facing the Group, including those that would threaten its business model, future performance,
solvency and liquidity;
•
the “Principal risks and uncertainties” disclosures describing these risks and how emerging risks are identified, and explaining how
they are being managed and mitigated; and
•
the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they
have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable
expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their
assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the viability statement under the UK Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our
financial statements audit.
As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a
guarantee as to the Group’s and Parent Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate
governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that the section of the annual report describing the work of the Audit, Risk and
Ethics Committee, including the significant issues that the Audit, Risk and Ethics committee considered in relation to the financial
statements and how these issues were addressed, is materially consistent with the financial statements and our audit knowledge.
Due to the matters described section 2 of our report and the possible consequential effect on the below disclosures, we have been
unable to conclude that either of the following is materially consistent with the
financial statements or our audit knowledge:
•
the directors’ statement that they consider that the annual report and financial statements taken as a whole is
fair, balanced
and understandable, and provides the information necessary for shareholders to assess the Group’s position and performance,
business model and strategy; and
•
the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions
of the UK Corporate Governance Code speci
fied by the UK Listing Rules
for our review. We have nothing further to report in this
respect beyond what is detailed above in this section of our report.
John Wood Group PLC
Annual Report and Financial Statements 2024
262
10 Matters on which we are required to report by exception
In respect solely of the limitations on our work described in section 2 of our report:
•
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
•
we have been unable to determine whether adequate accounting records have been kept by the Parent Company.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our
opinion:
•
returns adequate for our audit have not been received from branches not visited by us; or
•
the Parent Company Financial Statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration speci
fied by law are not made.
11 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 150, the directors are responsible for: the preparation of the
financial
statements including being satisfied that they give a true and
fair view; such internal control as they determine is necessary to
enable the preparation of
financial statements that are
free from material misstatement, whether due to fraud or error; assessing
the Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern;
and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
Our responsibility is to conduct an audit of the
financial statements in accordance with International Standards on Auditing (UK), and
to issue an auditor’s report. However, due to the significance o
f the matters described in the Basis for modi
fication o
f opinion on the
financial statements section o
f our report, we were not able to obtain suf
ficient appropriate audit evidence to provide a basis
for an
audit opinion on the Group Financial Statements other than on the state of the Group’s affairs as at 31 December 2024.
We conducted the engagement in accordance with ISAs (UK) and applicable law. The objectives of an auditor are to obtain
reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due
to fraud or error, and to issue an opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions o
f users taken on the basis of the
financial statements. A
fuller description of an
auditor’s responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance
and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has
been prepared in accordance with those requirements.
Independence
We have ful
filled our ethical responsibilities under, and we remain independent o
f the Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by
that standard were provided.
Having been made aware of the audit condition set out on page 100, as set out in the Sidara acquisition offer in August 2025, we
considered whether the inclusion of such a condition would give rise to any unmanageable threats to our independence as auditor
under the FRC Ethical Standard and specifically the potential threat o
f, or perception of, intimidation, advocacy and self-interest.
We concluded that any potential independence threat could be and had been mitigated by appropriate safeguards such that our
independence as auditor was maintained throughout the audit.
Strategic report
John Wood Group PLC
Annual Report and Financial Statements 2024
263
Governance
Financial statements
Independent auditor’s report
continued
12 Other matters which are required to address for public interest entities
Our modified audit opinion is consistent with our report to the Audit, Risk and Ethics committee.
We were first appointed as auditor by the shareholders on 11 May 2018
for the year ended 31 December 2018. The period of total
uninterrupted engagement is for the seven
financial years ended 31 December 2024.
13 The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for
the opinions we have formed.
Paul Glendenning (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 Marischal Square
Broad Street
Aberdeen
AB10 1DD
30 October 2025
John Wood Group PLC
Annual Report and Financial Statements 2024
264
Five year summary (unaudited)
2024
$m
2023
(restated*)
$m
2022
$m
2021
$m
2020
$m
Revenue
5,156.4
5,478.0
5,469.3
5,237.7
7,564.3
Adjusted EBITDA
284.1
378.2
388.2
404.3
630.4
Depreciation (including joint ventures)
(126.3)
(129.3)
(119.8)
(121.0)
(180.0)
Amortisation (including joint ventures)
(76.6)
(77.7)
(153.4)
(169.1)
(227.7)
Non-recurring items (including joint ventures)
(2,703.3)
(221.1)
(665.9)
(161.0)
(247.3)
Net finance expense (including joint ventures)
(139.3)
(102.0)
(130.6)
(113.5)
(119.2)
Loss before taxation (including joint ventures)
(2,761.4)
(151.9)
(681.5)
(160.3)
(143.8)
Taxation (including joint ventures)
(10.9)
(55.3)
(20.8)
(53.2)
(84.3)
Loss for the year
(2,772.3)
(207.2)
(702.3)
(213.5)
(228.1)
Equity attributable to owners of the parent
431.2
3,258.5
3,728.0
4,082.0
4,170.0
Net debt excluding leases
680.5
693.5
393.2
1,393.0
1,014.3
Net debt/adjusted EBITDA
3.3
2.3
1.3
3.3
2.1
Gearing ratio
158.4%
21.3%
10.5%
34.1%
24.3%
Interest cover
3.1
5.0
4.2
4.5
5.5
Diluted earnings per share (cents)
(402.5)
(31.0)
(52.4)
(20.6)
(34.1)
Adjusted diluted earnings per share (cents)
(14.2)
(2.2)
5.7
17.5
23.2
Dividend per share (cents)
–
–
–
–
–
Dividend cover
–
–
–
–
–
*
Refer to Accounting Policies pages 171-172 for more information on the prior year restatements.
Figures leading to the loss for the 2024, 2023, 2022 and 2021 periods include continuing operations only
John Wood Group PLC
Annual Report and Financial Statements 2024
265
Shareholder information
Of
ficers and advisers
Secretary and Registered Of
fice
Registrars
J Habgood
Equiniti Limited
John Wood Group PLC
Highdown House
Sir Ian Wood House
Yeoman Way
Hareness Road
Worthing
Altens Industrial Estate
West Sussex
Aberdeen
BN99 3HH
AB12 3LE
United Kingdom
Stockbrokers
Independent Auditor
JPMorgan Cazenove Limited
KPMG LLP
Morgan Stanley
Chartered Accountants and Statutory Auditors
1 Marischal Square
Broad Street
Aberdeen
AB10 1DD
Company Solicitors
Slaughter and May
Financial calendar
Results announced
30 October 2025
The Group's Investor Relations website can be accessed at:
www.woodplc.com
John Wood Group PLC
Annual Report and Financial Statements 2024
266
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John Wood Group PLC
Sir Ian Wood House
Hareness Road
Altens Industrial Estate
Aberdeen, AB12 3LE
Tel +44 1224 851000
Visit our website at:
woodplc.com