In re AMEC FOSTER

 
UNITED STATES OF AMERICA 
Be fore  the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Re le ase No. 92259 / June  25, 2021 
 
ADMINISTRATIVE PROCEEDING 
File  No. 3-20373 
 
In the  Matter of 
 
AMEC FOSTER 
WHEELER LIMITED,  
 
Re s pondent. 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings  be, and hereby are, instituted  pursuant to Section  21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Amec Foster Wheeler Limited (“Foster 
Wheeler” or “Respondent”)  which is currently owned by John Wood Group PLC (“Wood”), the 
successor-in-interest to Amec Foster Wheeler Plc. 
 
II. 
 
 In anticipation  of the institution  of these proceedings,  Respondent  has submitted  an Offer 
of Settlement (the “Offer”) which the Commission  has determined to accept.  Solely for the 
purpose of these proceedings  and any other proceedings  brought  by  or on behalf of the 
Commission,  or to which the Commission  is  a party, Respondent admits the Commission’s 
jurisdiction  over it and the subject  matter of these proceedings, and consents to the entry of this 
Order Instituting  Cease-and-Desist Proceedings Pursuant to Section  21C of the Securities 
Exchange Act of 1934,  Making  Findings,  and Imposing  a Cease-and-Desist Order (“Order”), as set 
forth below.   
 

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III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission  finds
1
 that: 
 
SUMMARY 
 
1. These proceedings  arise out of a bribery  scheme to obtain  an oil  and gas 
engineering and design contract in  Brazil by respondent Amec Foster Wheeler Limited (“Amec 
Foster Wheeler”), formerly  Foster Wheeler AG (collectively “Foster Wheeler”), a company that 
provided project,  engineering, and technical services to energy and industrial  markets in  over 30 
countries.  From 2012  through  2014, Foster Wheeler’s UK subsidiary,  Foster Wheeler Energy 
Limited (“FWEL”) made improper  payments to Brazilian  officials  in  connection  with efforts to 
win a contract with  the Brazilian  state-owned oil  company,  Petróleo Brasileiro  S.A. – Petrobras 
(“Petrobras”).  The bribes were made through  third  party agents, including  one agent who failed 
Foster Wheeler’s due diligence process for prospective  sales agents, but was allowed  to 
“unofficially”  continue working on the project.  Foster Wheeler, through  FWEL, paid 
approximately $1.1 million in  bribes  in  connection  with  the Brazilian  contract.  None of the 
improper  payments were accurately reflected in Foster Wheeler’s books and records and it failed  to 
have sufficient  internal  accounting  controls  in  place to detect or prevent the misconduct.  Foster 
Wheeler obtained  a benefit of over $17.6 million.   As a result of this  conduct, Foster Wheeler 
violated  the anti-bribery,  books  and records, and internal  accounting controls  provisions  of the 
Foreign Corrupt Practices Act of 1977 (the “FCPA”) [15 U.S.C. 78dd]. 
 
           RESPONDENT 
 
2. Ame c Fos ter Whe e ler Limite d is the successor-in-interest to Foster Wheeler AG.  
During  the relevant time  period, Foster Wheeler was a Swiss company, and the parent of a group 
of companies,  with  a significant  presence in the United  Kingdom.   Shares of Foster Wheeler were 
registered with the Commission  pursuant to Section  12(b)  of the Exchange Act and traded on the 
NASDAQ Stock Exchange under the symbol “FWLT.”  In November 2014,  AMEC plc  acquired 
Foster Wheeler and was renamed Amec Foster Wheeler plc (“AFW”), a UK company  traded on 
the London  Stock Exchange whose shares were registered with the Commission pursuant to 
Section  12(b) of the Exchange Act and traded on the New York Stock Exchange under the symbol 
“AMFW.”  On October 6, 2017, John Wood Group PLC (“Wood”),  a UK company  traded on the 
London  Stock Exchange, acquired AFW,  which was renamed Amec Foster Wheeler Limited,  a 
wholly-owned  subsidiary  of Wood. Wood  is not  an issuer within  the meaning  of the FCPA. 
 
OTHER RELEVANT ENTITIES AND INDIVIDUAL 
 
3. Fos te r Whe e ler Ene rgy Limite d (“FWEL”) was a subsidiary of Foster Wheeler 
AG with  offices in  Reading,  UK.  FWEL was the Foster Wheeler subsidiary that retained  agents 
in  connection  with  its  efforts to  obtain  a contract in  Brazil. FWEL’s books and records were 
consolidated  into  the books  and  records of Foster Wheeler. 
                                              
1
  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 

 3 
 
4. Pe tróle o Bras ileiro S.A. – Pe trobras (“Petrobras”) is an integrated energy 
company  headquartered in  Rio  de Janeiro,  Brazil.  The Brazilian  government owns approximately 
50.26% of Petrobras’s common shares with voting rights, and the Brazilian  Economic and Social 
Development  Bank  controls an additional  9.87% of Petrobras’s common shares.  Petrobras’s 
common and preferred  stock is registered  with the Commission  pursuant  to Section  12(b) of the 
Exchange  Act  and trades on the New York  Stock Exchange  in  the form of ADSs under  the symbols 
“PBR”  and “PBR.A,”  respectively. 
 
5. Italian  Age nt is a consultant  who is  affiliated  with Monaco Inte rme diary 
Company,  which  was a Monaco-based  company  that acted as an intermediary  in  the oil  and gas 
industry.  Italian  Agent is  an Italian  citizen  who  resides in  Italy,  Switzerland,  and the United 
States.  Italian  Agent acted as a consultant  to Foster  Wheeler and  was engaged on  an interim 
basis  as an agent of Foster Wheeler, the “issuer,” as that term is used in the FCPA, Title 15, 
United  States Code,  Section  78dd-1(a).  
 
6. Brazil Age nt is a small  engineering  services firm located  in  Rio  de Janeiro, 
Brazil.   Its majority  owner and  director  was a former Petrobras employee.   Brazil  Agent acted as 
a consultant  to Foster Wheeler,  and was an agent of Foster Wheeler, the “issuer,” as that term is 
used in  the FCPA, Title  15,  United  States Code,  Section  78dd-1(a). 
 
FACTS 
 
Fos te r Whe eler Re tained Italian Age nt Despite Concerns 
 
7. In 2011, Foster Wheeler sought to establish  a business presence in Brazil’s oil  and 
gas industry.   At the time,  Foster Wheeler was a project, engineering, and technical  services 
company  in  the energy and industrial  markets.  Foster Wheeler’s Brazilian subsidiary hired Brazil 
Country  Manager, based in Rio  de Janeiro, to identify  a local  engineering  company for Foster 
Wheeler to acquire and to find business opportunities in  Brazil.  One of Brazil Country Manager’s 
supervisors  was located in Houston, TX, where Foster Wheeler’s Americas Region was based. 
 
8. In the summer  of 2011, Italian  Agent learned from Brazil  Agent that Petrobras, a 
Brazilian  state-owned oil  company,  was planning  to seek bids  on  the engineering  design of a gas-
to-chemical  fertilizer  plant,  known as the UFN-IV project.  Brazil  Agent, whose principal formerly 
worked as a Petrobras employee, learned about  the Petrobras project “from very good friends.”  At 
that time, both Italian  Agent and the outgoing non-executive Chairman of the Board (“Chairman of 
the Board”) of Foster Wheeler were regular customers of a high-end men’s clothing  store in  New 
York City.   Per Italian Agent’s request, the clothing  store sales manager arranged an introduction 
with  the outgoing  Chairman of the Board.  After meeting at an airport  on or around October 28, 
2011, Italian Agent emailed  information  about the UFN-IV project to the outgoing Chairman of the 
Board, who forwarded the email  to the acting  CEO of Foster Wheeler stating:  “[T]his person was 
introduced  to me by  a mutual  friend.   I obviously have no idea of his legitimacy.  Would you  be 
interested in speaking with him?”  (emphasis added). 
 

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9. The acting CEO forwarded the email  to Brazil  Country Manager and others, saying, 
“Good intelligence.  Can he help us?”  Brazil  Country  Manager responded, “I do not think so at 
all.”  Brazil  Country Manager added that Foster Wheeler should not use Italian  Agent’s services or 
contacts, because “we would send a wrong message in the market here.”     
 
10. On December 1, 2011, Italian  Agent told the then-former Chairman  of the Board 
that he had met Brazil  Country  Manager, and that they discussed the UFN-IV project and 
“compliance, etc.”  Italian Agent forwarded these emails to the CEO of Monaco Intermediary 
Company,  who responded “[i]nteresting reading” and asked to be kept posted.  On December 27, 
2011, Italian  Agent emailed Brazil  Country  Manager to schedule another meeting.  He wrote, “By 
the way, [Monaco Intermediary  Company]  has recently (this  month)  already passed due diligence 
by your  Company,  so this  will  take care of your reservations about compliance.”  This was untrue; 
in  fact, Foster Wheeler had recently decided not  to retain Monaco Intermediary  Company because 
of compliance  concerns.  Nonetheless, Italian  Agent offered to arrange for Monaco Intermediary 
Company to receive his payments from Foster Wheeler, if that would  be simpler than conducting 
due diligence  on Italian  Agent. 
 
11. Indeed, in  November 2011, Monaco Intermediary  Company failed Foster 
Wheeler’s due diligence  when issues were raised in  a due diligence  report conducted by  a third-
party consultant about Monaco Intermediary  Company’s associations  and business practices, 
including  possible  violations  of U.S. and U.K. sanctions laws.  As a result,  Foster Wheeler 
declined  to use Monaco Intermediary Company as its  agent.  Members of Foster Wheeler 
management,  including  its General Counsel,  Chief Compliance  Officer, acting CEO who later 
became the Chief Operations Officer (“COO”), head of Global  Sales and Marketing,  and CEO of 
FWEL were aware of the report.   
 
12. On January 20,  2012, Italian  Agent emailed Brazil  Country  Manager, 
 
It seems that the issue of the project has major  problems  . . . To discuss about 
compliance  (for which  I insist  we have a solution)  it  is irrelevant  now when you are 
facing [an] uphill  battle during  which we could  be of some real professional  help. . . 
. [Y]ou do not  achieve success today without  [] intense  ground  work at various 
levels,  which  you  do not  have enough  and we can provide. 
 
On January 22, Brazil  Country  Manager forwarded Italian  Agent’s email to Foster Wheeler’s Head 
of Global Sales and Marketing and to the Director of Business Development  for Central and South 
America located in Foster Wheeler’s Houston, TX office, noting, “[I]n this [email]  the guy  is  more 
‘explicit.’”  He added, “[I]n Brazil we should  try to avoid  the path he offers at all.   If we do it  in  1 
project . . . we will be bullied to do it in all projects by him and others.”   
 
13. On January 27, Italian  Agent emailed Brazil  Country Manager that he was working 
on the commission  rates for himself  and for the Brazil  Agent.  He assured Brazil  Country  Manager 
“[a]bsolute  discretion  in  the future as well:   I shall  be the only  one involved  and I shall  take the risk 
to be accused if you  lose the project.”  On April  10,  2012, Brazil  Country Manager confirmed  with 

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Foster Wheeler’s CEO and COO that Foster Wheeler would offer Italian  Agent a 2% commission.  
At the time, FWEL’s UFN-IV bid was due within  days. 
 
14. On April  11,  2012, on a call with an in-house  attorney at FWEL, Brazil  Country 
Manager, Foster Wheeler’s CEO, and others, it  was noted that Italian  Agent had “links to [Monaco 
Intermediary  Company].”  Despite the fact that Foster Wheeler had recently rejected Monaco 
Intermediary  Company as an agent, Foster Wheeler continued  to work with Italian  Agent to secure 
the UFN-IV contract.  In fact, FWEL’s general counsel drafted an interim agency agreement to use 
Italian  Agent even though Foster Wheeler’s policy  on outside  agents did  not allow  for interim 
agreements while  due diligence  was pending.     
 
FWEL Submitte d its  Bid for the  Pe trobras  Contract 
 
15. On April  18,  2012, FWEL submitted  its bid to qualify for the UFN-IV front-end 
engineering  design (“FEED”) contract.  Petrobras required the winning  bidder  to negotiate  and 
manage contracts with five pre-selected companies that owned the licenses for technologies 
needed for the project (“technology providers”).  While FWEL’s bid and Italian  Agent’s due 
diligence  were both pending, Italian  Agent traveled to Rio  de Janeiro to engage with Petrobras on 
behalf of Foster Wheeler.  On April  24,  2012, Italian  Agent emailed  the former Chairman of the 
Board of Foster Wheeler:   
 
. . . I am waiting  now to receive reply  on due diligence  made on the Brazilian 
Company  that I have introduced  and also due diligence  about me (as an overall 
[a]dvisor). . . . In the meantime . . . , in  spite of being  the lowest bidder  we are going 
to have major difficulties  regarding  the compliance  of the offer in  relation  with the 
technolog[y]  providers.   This  issue requires a lot  of support  that we will  be able to 
provide  (Brazil  Country  Manager is fully aware and trusts my contacts).  
 
The former Chairman  of the Board forwarded the email  to the COO, who acknowledged  that he 
was following  the developments.   
 
16. On April 29, 2012, after Brazil Country Manager stated he was “puzzled” 
by Italian  Agent’s statement about “the nature and discretion of our business”, Italian 
Agent explained, “What I meant [is] that there is a great deal of [d]iplomacy  in  what WE 
are doing  and always to be able to find the right ‘chemistry’ [to] fulfill  our duties  . . . . 
Diplomacy  being  what it is,  requires confidentiality  and discretion.   I understood  and [am] 
ready to comply  with  your  requests . . . .” (emphasis in  original).  That same day, Italian 
Agent began sending  emails  to Brazil  Country Manager’s personal email address in 
addition  to his  company email address.  On April  30,  2012,  Petrobras announced that 
FWEL was the only  bidder  to qualify for the UFN-IV FEED contract.  
 
17. On May 8,  2012, Foster Wheeler management received the completed  due 
diligence  report on Italian  Agent, which  referenced his links  to Monaco Intermediary 
Company,  and indicated that the due diligence  review did not corroborate his past work 
experience.  On the basis of the due diligence  results, Foster Wheeler decided  not to engage 

 6 
Italian  Agent as an agent on the UFN-IV project.  However, Foster Wheeler did  not 
terminate the interim  agency agreement.  Instead, Italian  Agent continued  to work on  the 
project throughout  its duration.   During  that time, Italian Agent corresponded regularly 
with  Brazil  Country  Manager using Brazil Country Manager’s personal email address.  
Italian  Agent used various  U.S.-based email  providers  in  his  work on the project. 
 
Fos te r Whe eler Re tained Brazil Agent as  its Agent on the Brazil Contract 
 
18. In late April  2012, Italian  Agent introduced Brazil  Country  Manager to the 
principals  of Brazil  Agent with the intent  that Brazil  Agent serve as the agent on  the Petrobras 
contract.  Brazil Agent’s association and its payment  structure with Italian  Agent were removed 
from the due diligence materials. On the agent questionnaire  that it filled  out during  Foster 
Wheeler’s due diligence process, Brazil Agent used a yellow sticky note to reference Italian 
Agent’s ongoing role in  UFN-IV.  Brazil Country  Manager had reporting  obligations  to the 
Director of Business Development  for Central and South  America based in Foster Wheeler’s U.S. 
office.  The Director of Business Development  instructed  Brazil  Country  Manager to remove the 
sticky note before submitting  the document  for review.  Foster Wheeler attorneys and managers 
were aware that Italian Agent would  maintain  a role  in  the project  and considered providing 
Brazil  Agent with  an interim  agreement as well.   
 
19. Italian  Agent and Brazil  Agent paid bribes to a Petrobras official  to obtain 
confidential  information on Foster Wheeler’s behalf to win the contract and to negotiate  favorable 
pricing  and other project terms.  From  May to August  2012, Foster Wheeler and Petrobras were 
negotiating a number  of issues related to the UFN-IV contract, including  an important  pricing 
negotiation  to be discussed on  the morning  of June 1.  Early that morning, Italian  Agent emailed 
Brazil  Country Manager saying, “I understand that you are now very busy for the important  early 
meeting this morning.”  He added that approval  from Foster Wheeler to retain Brazil  Agent would 
enable him  and Brazil  Agent to work more efficiently.   At 6:30  a.m., in  advance of the meeting, 
Brazil  Country Manager called Italian  Agent to tell  him  that Foster Wheeler had approved Brazil 
Agent.  Then, at 8:00  a.m., Brazil  Country Manager and FWEL managers visited  Petrobras, where 
their escort was an employee  of the Petrobras official.  Later that day, Italian  Agent emailed 
Brazil  Country Manager, writing, “Perhaps some help is now materializing  in a more convincing 
way:  keep struggling[,]  you are not alone.” 
 
20. As of July  25,  2012, FWEL had not entered into  a written agreement with Brazil 
Agent.  Brazil  Agent told Italian  Agent that “our friends in the Client are inconfortable  [sic] 
because we didn’t sign our contract.”  In other words, officials at Petrobras were concerned that 
FWEL might  not pay Brazil  Agent, which  would  prevent the Petrobras officials from  receiving 
their bribe  payments.  
 
21. On July  31,  2012, Italian  Agent represented to Foster Wheeler’s former Chairman 
of the Board that Brazil  Agent was given a green light on due diligence  but was continuing to 
work without  a written agency contract in  place.  He also noted  that “we have been successful” in 
ensuring  Petrobras would  not disqualify FWEL from the contract when Foster Wheeler had not 
obtained  required  agreements with the technology  providers. 

 7 
 
22. On August 20, 2012, FWEL took the unusual  step of agreeing to pay Brazil  Agent 
an additional $560,000  in  commissions  on fees related to services performed by the technology 
providers on  the UFN-IV contract.  On August 23,  2012, Foster Wheeler announced that 
Petrobras had awarded the UFN-IV contract to the company.   A few days later, Brazil  Agent told 
Italian  Agent that their “friend” at Petrobras would send Brazil  Agent a copy of the FWEL-
Petrobras contract. 
 
23. When finally  completing  the written  agreement between Brazil  Agent and FWEL, 
including  the terms of their payment,  the then-CEO of FWEL told  an in-house  lawyer that he did 
not want to modify  the standard language  in Foster Wheeler’s agent agreement because he was 
concerned that Italian  Agent might  have promised  to pay someone at Petrobras through Brazil 
Agent.  On November 5, 2012, FWEL entered into  an agreement with Brazil  Agent with a 2% 
commission  rate.  Despite a specific direction  from the in-house  attorney to not  pay Italian  Agent 
for his work on  the project,  Brazil  Country  Manager and certain other managers were aware that 
Italian  Agent would receive his payment instead from Brazil Agent in the form of a “finder’s fee.” 
 
Italian Age nt Continued to Work on the  UFN-IV Proje ct 
 
24. Throughout the course of the UFN-IV contract, Italian  Agent frequently  contacted 
Brazil  Country Manager about  his  efforts on behalf of Foster Wheeler and his  share of payments 
that Foster Wheeler, through  FWEL, made to Brazil  Agent.  For example, in  January 2013, Italian 
Agent told Brazil  Country  Manager that he was going to New York “for a meeting with third 
parties involved  in  [the UFN-IV contract].”  Brazil Country  Manager did  not ask about  the 
identities of the “third parties” or their roles in the UFN-IV contract.  On January 14,  2013, Italian 
Agent told Brazil  Agent that he needed an explanation of why  his share of the Foster Wheeler 
payment had been delayed and an update about  the status of the project. 
 
25. Brazil  Country Manager sent Italian Agent updates on the status of Petrobras’ 
payments to FWEL and FWEL’s payments to Brazil Agent.  Between February 2013  and July 
2014, Brazil  Agent submitted  four quarterly reports to Foster Wheeler and invoices  for payment, 
none of which  documented any meaningful  work by Brazil  Agent to justify its 2% commission.  
By October 2013, Brazil  Country  Manager told a Foster Wheeler project manager that Brazil 
Agent’s “contacts are no longer in the sphere of influence in Petrobras owing to changes in 
positions  over the last 18 months.”  The project manager noted that, despite their  loss of influence, 
Brazil  Country Manager said  that Brazil  Agent “can make life difficult for us if we do not pay 
[them].”  Per instructions  from Brazil  Agent, between June 25,  2013, and October 19,  2014, FWEL 
made four payments to Brazil  Agent totaling approximately $1.1  million in U.S. dollars  to a 
correspondent account at JPMorgan Chase Bank in  New York.  The payments were credited to 
Brazil Agent’s bank account in  Brazil.    
 
26. In the fall  of 2012, Italian  Agent and Brazil  Agent discussed the benefits of 
arranging  two offshore entities  to facilitate  the transfer of FWEL funds from Brazil  Agent to Italian 
Agent.  On December 12, 2012, Italian  Agent told Brazil  Agent that they would need to  enter into 
a contract to justify  the transfer of funds to Italian  Agent’s bank.  In January 2013, Italian  Agent 

 8 
assured Brazil  Agent that using  the offshore entities  would  eliminate  the Brazilian  taxes on their 
fees.   
 
27. Throughout  2013  and 2014, Italian  Agent and Brazil  Agent shared the UFN IV-
related fees from FWEL and provided  payments to one or more Petrobras officials.  For example, 
in July  2013, Italian  Agent and Brazil  Agent discussed how to split 80% of the funds received from 
FWEL.  The remaining  20% of the funds was likely allocated to one or more Petrobras officials.  
Due to restrictions  on currency transfers from Brazil, in  one instance in July  2013, Brazil  Agent 
transferred $200,000 from a personal account at BSI Overseas (Bahamas) Limited to the escrow 
account of Italian  Agent’s attorney, at JPMorgan Chase Bank in  New York. 
 
28. Subsequently,  in  February 2014, Brazil  Agent decided  to use a doleiro – a money 
launderer – to transfer Italian  Agent’s share of the second payment from FWEL.  In March 2014, 
Brazil  Agent explained  that he would give  Brazilian reais in  cash to the doleiro, who would 
convert it to U.S. dollars  and deposit  it  into  an account that Brazil  Agent designated.  Afterward, 
Brazil  Agent would  make three separate withdrawals on different days to avoid  detection.   
 
29. Around  October 2014, Italian  Agent and Brazil  Agent discussed sending Italian 
Agent his share of the fourth payment from FWEL.  Italian  Agent then updated Monaco 
Intermediary  Company about the status of payment.  Brazil  Agent arranged to have two 
intermediaries  transfer $88,692  to the Swiss bank  account of Italian  Agent’s Uruguayan 
corporation.  In an email  to Brazil  Agent regarding  future projects, Italian  Agent wrote, “I am 
hoping that you can find for us some ‘jeitinhos’ to be able to make some money for all of us.”  
“Jeitinhos” is a Portuguese term that is a euphemism  for bribery  or corruption. 
 
30. Ultimately,  on  May 23,  2014,  Petrobras terminated the UFN-IV contract due to 
financial  and other difficulties.   FWEL made its last payment to Brazil  Agent later that summer.  
Each of the improper payments were falsely recorded as “commissions” in Foster Wheeler’s books 
and records.  Foster Wheeler failed  to devise and maintain  a system of internal  accounting  controls 
sufficient  to detect or prevent the bribe payments. 
 
LEGAL STANDARDS AND VIOLATIONS 
  
31. Under Section  21C(a) of the Exchange Act, the Commission  may impose  a cease 
and-desist order upon  any person who is violating,  has violated,  or is  about to violate  any provision 
of the Exchange Act or any rule or regulation  thereunder,  and upon  any other person that is,  was, or 
would  be a cause of the violation,  due to an act or omission  the person knew or should  have known 
would  contribute  to such violation. 
32. As a result of the conduct described above, Foster Wheeler violated Section  30A of 
the Exchange Act, which prohibits  any issuer  with  securities  registered pursuant  to Section  12  of 
the Exchange  Act or  which  is  required  to  file  reports under  Section  15(d)  of the Exchange  Act, or 
any officer,  director,  employee,  or agent acting  on its  behalf,  to  make use of the mails  or  any 
means or instrumentality  of interstate  commerce corruptly  in  furtherance of an effort to  pay or 
offer to pay  anything  of value  to  foreign  officials  for the purpose  of  influencing  their  official 
decision-making,  in  order to  assist in  obtaining  or retaining  business.  [15 U.S.C. § 78m]. 

 9 
33. Further,  as a result of the conduct described above,  Foster Wheeler violated  Section 
13(b)(2)(A) of the Exchange Act, which requires issuers to make and keep books,  records, and 
accounts, which,  in  reasonable detail,  accurately and fairly  reflect the transactions and disposition  of 
the assets of the issuer. [15  U.S.C. § 78m(b)(2)(A)]. 
34. In addition,  as a result  of the conduct described above,  Foster Wheeler violated 
Section  13(b)(2)(B) of the Exchange Act, which requires issuers to devise and maintain  a system 
of internal  accounting  controls  sufficient  to provide  reasonable assurances that (i) transactions are 
executed in accordance with management’s general or specific authorization; (ii) transactions are 
recorded as necessary (I) to permit  preparation  of financial  statements in  conformity  with  generally 
accepted accounting principles  or any other criteria applicable  to  such statements, and (II) to 
maintain  accountability  for assets; (iii)  access to assets is permitted  only  in  accordance with 
management’s general or specific authorization; and (iv) the recorded accountability for assets is 
compared with  the existing  assets at reasonable intervals  and appropriate action  is taken with 
respect to any differences.  [15 U.S.C. § 78m(b)(2)(B)].  
COOPERATION AND REMEDIATION 
 
35.   In determining  to accept the Offer, the Commission  considered remedial acts 
promptly  undertaken by Respondent and cooperation  afforded the Commission  staff.  Amec Foster 
Wheeler, and subsequently  Wood, cooperated in the Commission’s investigation by identifying  and 
timely  producing  key documents  identified  in  the course of its  own internal  investigation, providing 
the facts developed in  its internal  investigation,  and making  current or former employees available 
to the Commission  staff, including  those who needed to travel to the United  States. 
36.   Amec Foster Wheeler’s and Wood’s remedial  efforts included termination  of 
employees  responsible  for the misconduct  and enhancements to its  internal  accounting  controls.   
Amec Foster Wheeler, and subsequently  Wood, strengthened its ethics and compliance 
organization;  enhanced its  code of conduct,  policies  and procedures regarding  gifts  and hospitality, 
and the use of third  parties; created positions  to address potential  risks;  and increased training  of 
employees  on anti-bribery  issues.  
DEFERRED-PROSECUTION AGREEMENT 
 
37.    FWEL (now known  as Amec Foster Wheeler Energy  Limited or “AFWEL”) has 
entered into  a three-year deferred-prosecution agreement with the United  States Department of 
Justice in  which it acknowledges responsibility  for criminal  conduct relating  to the findings  in the 
Order.  Specifically,  in United States v. AFWEL, 21-CR-298 (KAM) (E.D.N.Y.), AFWEL 
acknowledged  responsibility  for violation  of Section 30A of the Exchange Act [15 U.S.C. § 78dd-1 
et seq].   
 
DISGORGEMENT AND NON-IMPOSITION OF A CIVIL PENALTY 
 
38.     Amec Foster Wheeler acknowledges that the Commission  is not  imposing  a civil 
penalty  based upon  the imposition  of an $18.375 million criminal  fine as part of AFWEL’s 
resolution  with  the U.S. Department of Justice. 

 10 
 
39. The disgorgement and  prejudgment  interest ordered  in  paragraph IV. B. is 
consistent with equitable principles,  does not exceed Respondent’s net profits from its violations, 
and returning  the money  to Respondent  would  be inconsistent  with  equitable  principles.  
Therefore,  in  these circumstances,  distributing  disgorged  funds  to the U.S. Treasury is  the most 
equitable  alternative.  The disgorgement  and prejudgment  interest ordered in  paragraph IV. B. 
shall  be transferred to the general  fund  of  the U.S. Treasury,  subject  to  Section  21F(g)(3)  of  the 
Exchange  Act.   
 
IV. 
 
 In view of the foregoing,  the Commission  deems it  appropriate to impose  the sanctions 
agreed to in  Respondent’s Offer. 
 
 Accordingly,  it  is hereby ORDERED that: 
 
 A. Pursuant to Section  21C of the Exchange Act, Respondent cease and desist from 
committing  or causing any violations  and any future violations  of Sections 13(b)(2)(A), 13(b)(2)(B), 
and 30(A) of the Exchange Act. 
 
 B. Respondent is  liable to the U.S. Securities  and Exchange Commission for 
disgorgement  of $17,656,302  and prejudgment  interest of $5,107,985,  for a total  of $22,764,287. 
Respondent shall  receive a disgorgement  offset up to (a) $9,105,714.80  based on  the U.S. dollar 
value of any disgorgement  paid  to the Controladoria-Geral da Uniᾶo (“CGU”)/Advocacia-Geral da 
Uniᾶo (“AGU”) and the Ministério Publico Federal (“MPF”) reflected by evidence acceptable to 
the Commission  staff in its  sole discretion,  in  a parallel  proceeding  against Respondent  in  Federal 
Court in  Brazil;  and (b) $3,531,260.40  based on the U.S. dollar  value  of any disgorgement  paid  to 
the Serious Fraud Office reflected by  evidence acceptable to the Commission  staff in  its sole 
discretion  in  a parallel  proceeding  against  Respondent in  the Crown Court in  the United  Kingdom. 
Such evidence of payment shall  include  a copy of the wire transfer or other evidence of the amount 
of the payment,  the date of the payment,  and the name of the government  agency to which payment 
was made.  To receive this offset, Respondent must make the above-identified  payments within  30 
days from the date of this  Order.  Any amounts not  paid  as an offset within  the specified time  shall 
be immediately  due to the U.S. Securities  and Exchange Commission. Respondent shall,  within 30 
days of the entry of this  Order, pay disgorgement  of $7,062,520.80  and prejudgment  interest of 
$3,064,791  for a total payment  of $10,127,311.80  to the Securities and Exchange Commission for 
transfer to the general fund  of the United  States Treasury, subject to  Exchange Act Section 
21F(g)(3).  If timely  payment is not  made, additional  interest shall  accrue pursuant to SEC Rule of 
Practice 600. 
   
Payment must  be made in  one of the following  ways:   
 
(1) Respondent may transmit  payment electronically  to the Commission,  which 
will  provide  detailed  ACH transfer/Fedwire instructions  upon  request;  
 

 11 
(2) Respondent may make direct payment from  a bank account via  Pay.gov 
through  the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money  order,  made payable  to the Securities  and Exchange 
Commission  and hand-delivered  or mailed  to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg.,  Room 181,  AMZ-341 
6500  South  MacArthur Boulevard 
Oklahoma  City,  OK 73169 
 
Payments by check or money  order must be accompanied  by a cover letter identifying 
Amec Foster Wheeler Limited as a Respondent in these proceedings,  and the file  number  of these 
proceedings;  a copy of the cover letter and check or money  order must be sent to Tracy L. Price, 
FCPA Unit Deputy Chief, Division  of Enforcement, Securities and Exchange Commission,  100  F 
St., NE, Washington,  DC 20549-5631.    
 
 By the Commission. 
 
 
 
       Vanessa A. Countryman 
       Secretary 
 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 92259 / June 25, 2021 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-20373 

 

In the Matter of 

 

AMEC FOSTER 

WHEELER LIMITED,  

 

Respondent. 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Amec Foster Wheeler Limited (“Foster 
Wheeler” or “Respondent”)  which is currently owned by John Wood Group PLC (“Wood”), the 
successor-in-interest to Amec Foster Wheeler Plc. 

 

II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 
jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 
forth below.   
 



 2 

III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

SUMMARY 
 

1. These proceedings arise out of a bribery scheme to obtain an oil and gas 

engineering and design contract in Brazil by respondent Amec Foster Wheeler Limited (“Amec 
Foster Wheeler”), formerly Foster Wheeler AG (collectively “Foster Wheeler”), a company that 
provided project, engineering, and technical services to energy and industrial markets in over 30 
countries.  From 2012 through 2014, Foster Wheeler’s UK subsidiary, Foster Wheeler Energy 

Limited (“FWEL”) made improper payments to Brazilian officials in connection with efforts to 
win a contract with the Brazilian state-owned oil company, Petróleo Brasileiro S.A. – Petrobras 
(“Petrobras”).  The bribes were made through third party agents, including one agent who failed 
Foster Wheeler’s due diligence process for prospective sales agents, but was allowed to 

“unofficially” continue working on the project.  Foster Wheeler, through FWEL, paid 
approximately $1.1 million in bribes in connection with the Brazilian contract.  None of the 
improper payments were accurately reflected in Foster Wheeler’s books and records and it failed to 
have sufficient internal accounting controls in place to detect or prevent the misconduct.  Foster 

Wheeler obtained a benefit of over $17.6 million.  As a result of this conduct, Foster Wheeler 
violated the anti-bribery, books and records, and internal accounting controls provisions of the 
Foreign Corrupt Practices Act of 1977 (the “FCPA”) [15 U.S.C. 78dd]. 

 

           RESPONDENT 
 
2. Amec Foster Wheeler Limited is the successor-in-interest to Foster Wheeler AG.  

During the relevant time period, Foster Wheeler was a Swiss company, and the parent of a group 

of companies, with a significant presence in the United Kingdom.  Shares of Foster Wheeler were 
registered with the Commission pursuant to Section 12(b) of the Exchange Act and traded on the 
NASDAQ Stock Exchange under the symbol “FWLT.”  In November 2014, AMEC plc acquired 
Foster Wheeler and was renamed Amec Foster Wheeler plc (“AFW”), a UK company traded on 

the London Stock Exchange whose shares were registered with the Commission pursuant to 
Section 12(b) of the Exchange Act and traded on the New York Stock Exchange under the symbol 
“AMFW.”  On October 6, 2017, John Wood Group PLC (“Wood”), a UK company traded on the 
London Stock Exchange, acquired AFW, which was renamed Amec Foster Wheeler Limited, a 

wholly-owned subsidiary of Wood. Wood is not an issuer within the meaning of the FCPA. 
 

OTHER RELEVANT ENTITIES AND INDIVIDUAL 

 

3. Foster Wheeler Energy Limited (“FWEL”) was a subsidiary of Foster Wheeler 
AG with offices in Reading, UK.  FWEL was the Foster Wheeler subsidiary that retained agents 
in connection with its efforts to obtain a contract in Brazil. FWEL’s books and records were 
consolidated into the books and records of Foster Wheeler. 

                                              
1  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 



 3 

 
4. Petróleo Brasileiro S.A. – Petrobras  (“Petrobras”) is an integrated energy 

company headquartered in Rio de Janeiro, Brazil.  The Brazilian government owns approximately 

50.26% of Petrobras’s common shares with voting rights, and the Brazilian Economic and Social 

Development Bank controls an additional 9.87% of Petrobras’s common shares.  Petrobras’s 

common and preferred stock is registered with the Commission pursuant to Section 12(b) of the 

Exchange Act and trades on the New York Stock Exchange in the form of ADSs under the symbols 

“PBR” and “PBR.A,” respectively. 
 

5. Italian Agent is a consultant who is affiliated with Monaco Intermediary 

Company, which was a Monaco-based company that acted as an intermediary in the oil and gas 
industry.  Italian Agent is an Italian citizen who resides in Italy, Switzerland, and the United 
States.  Italian Agent acted as a consultant to Foster Wheeler and was engaged on an interim 

basis as an agent of Foster Wheeler, the “issuer,” as that term is used in the FCPA, Title 15, 
United States Code, Section 78dd-1(a).  

 
6. Brazil Agent is a small engineering services firm located in Rio de Janeiro, 

Brazil.  Its majority owner and director was a former Petrobras employee.  Brazil Agent acted as 
a consultant to Foster Wheeler, and was an agent of Foster Wheeler, the “issuer,” as that term is 
used in the FCPA, Title 15, United States Code, Section 78dd-1(a). 

 

FACTS 

 

Foster Wheeler Retained Italian Agent Despite Concerns 
 

7. In 2011, Foster Wheeler sought to establish a business presence in Brazil’s oil and 
gas industry.  At the time, Foster Wheeler was a project, engineering, and technical services 
company in the energy and industrial markets.  Foster Wheeler’s Brazilian subsidiary hired Brazil 
Country Manager, based in Rio de Janeiro, to identify a local engineering company for Foster 

Wheeler to acquire and to find business opportunities in Brazil.  One of Brazil Country Manager’s 
supervisors was located in Houston, TX, where Foster Wheeler’s Americas Region was based. 

 
8. In the summer of 2011, Italian Agent learned from Brazil Agent that Petrobras, a 

Brazilian state-owned oil company, was planning to seek bids on the engineering design of a gas-
to-chemical fertilizer plant, known as the UFN-IV project.  Brazil Agent, whose principal formerly 
worked as a Petrobras employee, learned about the Petrobras project “from very good friends.”  At 
that time, both Italian Agent and the outgoing non-executive Chairman of the Board (“Chairman of 

the Board”) of Foster Wheeler were regular customers of a high-end men’s clothing store in New 
York City.  Per Italian Agent’s request, the clothing store sales manager arranged an introduction 
with the outgoing Chairman of the Board.  After meeting at an airport on or around October 28, 
2011, Italian Agent emailed information about the UFN-IV project to the outgoing Chairman of the 

Board, who forwarded the email to the acting CEO of Foster Wheeler stating:  “[T]his person was 
introduced to me by a mutual friend.  I obviously have no idea of his legitimacy.  Would you be 
interested in speaking with him?”  (emphasis added). 

 



 4 

9. The acting CEO forwarded the email to Brazil Country Manager and others, saying, 
“Good intelligence.  Can he help us?”  Brazil Country Manager responded, “I do not think so at 
all.”  Brazil Country Manager added that Foster Wheeler should not use Italian Agent’s services or 

contacts, because “we would send a wrong message in the market here.”     
 
10. On December 1, 2011, Italian Agent told the then-former Chairman of the Board 

that he had met Brazil Country Manager, and that they discussed the UFN-IV project and 

“compliance, etc.”  Italian Agent forwarded these emails to the CEO of Monaco Intermediary 
Company, who responded “[i]nteresting reading” and asked to be kept posted.  On December 27, 
2011, Italian Agent emailed Brazil Country Manager to schedule another meeting.  He wrote, “By 
the way, [Monaco Intermediary Company] has recently (this month) already passed due diligence 

by your Company, so this will take care of your reservations about compliance.”  This was untrue; 
in fact, Foster Wheeler had recently decided not to retain Monaco Intermediary Company because 
of compliance concerns.  Nonetheless, Italian Agent offered to arrange for Monaco Intermediary 
Company to receive his payments from Foster Wheeler, if that would be simpler than conducting 

due diligence on Italian Agent. 
 
11. Indeed, in November 2011, Monaco Intermediary Company failed Foster 

Wheeler’s due diligence when issues were raised in a due diligence report conducted by a third-

party consultant about Monaco Intermediary Company’s associations and business practices, 
including possible violations of U.S. and U.K. sanctions laws.  As a result, Foster Wheeler 
declined to use Monaco Intermediary Company as its agent.  Members of Foster Wheeler 
management, including its General Counsel, Chief Compliance Officer, acting CEO who later 

became the Chief Operations Officer (“COO”), head of Global Sales and Marketing, and CEO of 
FWEL were aware of the report.   

 
12. On January 20, 2012, Italian Agent emailed Brazil Country Manager, 

 
It seems that the issue of the project has major problems . . . To discuss about 
compliance (for which I insist we have a solution) it is irrelevant now when you are 
facing [an] uphill battle during which we could be of some real professional help. . . 

. [Y]ou do not achieve success today without [] intense ground work at various 
levels, which you do not have enough and we can provide. 

 
On January 22, Brazil Country Manager forwarded Italian Agent’s email to Foster Wheeler’s Head 

of Global Sales and Marketing and to the Director of Business Development for Central and South 
America located in Foster Wheeler’s Houston, TX office, noting, “[I]n this [email] the guy is more 
‘explicit.’”  He added, “[I]n Brazil we should try to avoid the path he offers at all.  If we do it in 1 
project . . . we will be bullied to do it in all projects by him and others.”   

 
13. On January 27, Italian Agent emailed Brazil Country Manager that he was working 

on the commission rates for himself and for the Brazil Agent.  He assured Brazil Country Manager 
“[a]bsolute discretion in the future as well:  I shall be the only one involved and I shall take the risk 

to be accused if you lose the project.”  On April 10, 2012, Brazil Country Manager confirmed with 



 5 

Foster Wheeler’s CEO and COO that Foster Wheeler would offer Italian Agent a 2% commission.  
At the time, FWEL’s UFN-IV bid was due within days. 

 

14. On April 11, 2012, on a call with an in-house attorney at FWEL, Brazil Country 
Manager, Foster Wheeler’s CEO, and others, it was noted that Italian Agent had “links to [Monaco 
Intermediary Company].”  Despite the fact that Foster Wheeler had recently rejected Monaco 
Intermediary Company as an agent, Foster Wheeler continued to work with Italian Agent to secure 

the UFN-IV contract.  In fact, FWEL’s general counsel drafted an interim agency agreement to use 
Italian Agent even though Foster Wheeler’s policy on outside agents did not allow for interim 
agreements while due diligence was pending.     

 

FWEL Submitted its Bid for the Petrobras Contract 
 

15. On April 18, 2012, FWEL submitted its bid to qualify for the UFN-IV front-end 
engineering design (“FEED”) contract.  Petrobras required the winning bidder to negotiate and 

manage contracts with five pre-selected companies that owned the licenses for technologies 
needed for the project (“technology providers”).  While FWEL’s bid and Italian Agent’s due 
diligence were both pending, Italian Agent traveled to Rio de Janeiro to engage with Petrobras on 
behalf of Foster Wheeler.  On April 24, 2012, Italian Agent emailed the former Chairman of the 

Board of Foster Wheeler:   
 
. . . I am waiting now to receive reply on due diligence made on the Brazilian 
Company that I have introduced and also due diligence about me (as an overall 

[a]dvisor). . . . In the meantime . . . , in spite of being the lowest bidder we are going 
to have major difficulties regarding the compliance of the offer in relation with the 
technolog[y] providers.  This issue requires a lot of support that we will be able to 
provide (Brazil Country Manager is fully aware and trusts my contacts).  

 
The former Chairman of the Board forwarded the email to the COO, who acknowledged that he 
was following the developments.   
 

16. On April 29, 2012, after Brazil Country Manager stated he was “puzzled” 
by Italian Agent’s statement about “the nature and discretion of our business”, Italian 
Agent explained, “What I meant [is] that there is a great deal of [d]iplomacy in what WE 
are doing and always to be able to find the right ‘chemistry’ [to] fulfill our duties . . . . 

Diplomacy being what it is, requires confidentiality and discretion.  I understood and [am] 
ready to comply with your requests . . . .” (emphasis in original).  That same day, Italian 
Agent began sending emails to Brazil Country Manager’s personal email address in 
addition to his company email address.  On April 30, 2012, Petrobras announced that 

FWEL was the only bidder to qualify for the UFN-IV FEED contract.  
 
17. On May 8, 2012, Foster Wheeler management received the completed due 

diligence report on Italian Agent, which referenced his links to Monaco Intermediary 

Company, and indicated that the due diligence review did not corroborate his past work 
experience.  On the basis of the due diligence results, Foster Wheeler decided not to engage 



 6 

Italian Agent as an agent on the UFN-IV project.  However, Foster Wheeler did not 
terminate the interim agency agreement.  Instead, Italian Agent continued to work on the 
project throughout its duration.  During that time, Italian Agent corresponded regularly 

with Brazil Country Manager using Brazil Country Manager’s personal email address.  
Italian Agent used various U.S.-based email providers in his work on the project. 

 

Foster Wheeler Retained Brazil Agent as its Agent on the Brazil Contract 

 
18. In late April 2012, Italian Agent introduced Brazil Country Manager to the 

principals of Brazil Agent with the intent that Brazil Agent serve as the agent on the Petrobras 
contract.  Brazil Agent’s association and its payment structure with Italian Agent were removed 

from the due diligence materials. On the agent questionnaire that it filled out during Foster 
Wheeler’s due diligence process, Brazil Agent used a yellow sticky note to reference Italian 
Agent’s ongoing role in UFN-IV.  Brazil Country Manager had reporting obligations to the 
Director of Business Development for Central and South America based in Foster Wheeler’s U.S. 

office.  The Director of Business Development instructed Brazil Country Manager to remove the 
sticky note before submitting the document for review.  Foster Wheeler attorneys and managers 
were aware that Italian Agent would maintain a role in the project and considered providing 
Brazil Agent with an interim agreement as well.   

 
19. Italian Agent and Brazil Agent paid bribes to a Petrobras official to obtain 

confidential information on Foster Wheeler’s behalf to win the contract and to negotiate favorable 
pricing and other project terms.  From May to August 2012, Foster Wheeler and Petrobras were 

negotiating a number of issues related to the UFN-IV contract, including an important pricing 
negotiation to be discussed on the morning of June 1.  Early that morning, Italian Agent emailed 
Brazil Country Manager saying, “I understand that you are now very busy for the important early 
meeting this morning.”  He added that approval from Foster Wheeler to retain Brazil Agent would 

enable him and Brazil Agent to work more efficiently.  At 6:30 a.m., in advance of the meeting, 
Brazil Country Manager called Italian Agent to tell him that Foster Wheeler had approved Brazil 
Agent.  Then, at 8:00 a.m., Brazil Country Manager and FWEL managers visited Petrobras, where 
their escort was an employee of the Petrobras official.  Later that day, Italian Agent emailed 

Brazil Country Manager, writing, “Perhaps some help is now materializing in a more convincing 
way:  keep struggling[,] you are not alone.” 
 

20. As of July 25, 2012, FWEL had not entered into a written agreement with Brazil 

Agent.  Brazil Agent told Italian Agent that “our friends in the Client are inconfortable [sic] 
because we didn’t sign our contract.”  In other words, officials at Petrobras were concerned that 
FWEL might not pay Brazil Agent, which would prevent the Petrobras officials from receiving 
their bribe payments.  

 
21. On July 31, 2012, Italian Agent represented to Foster Wheeler’s former Chairman 

of the Board that Brazil Agent was given a green light on due diligence but was continuing to 
work without a written agency contract in place.  He also noted that “we have been successful” in 

ensuring Petrobras would not disqualify FWEL from the contract when Foster Wheeler had not 
obtained required agreements with the technology providers. 



 7 

 
22. On August 20, 2012, FWEL took the unusual step of agreeing to pay Brazil Agent 

an additional $560,000 in commissions on fees related to services performed by the technology 

providers on the UFN-IV contract.  On August 23, 2012, Foster Wheeler announced that 
Petrobras had awarded the UFN-IV contract to the company.  A few days later, Brazil Agent told 
Italian Agent that their “friend” at Petrobras would send Brazil Agent a copy of the FWEL-
Petrobras contract. 

 
23. When finally completing the written agreement between Brazil Agent and FWEL, 

including the terms of their payment, the then-CEO of FWEL told an in-house lawyer that he did 
not want to modify the standard language in Foster Wheeler’s agent agreement because he was 

concerned that Italian Agent might have promised to pay someone at Petrobras through Brazil 
Agent.  On November 5, 2012, FWEL entered into an agreement with Brazil Agent with a 2% 
commission rate.  Despite a specific direction from the in-house attorney to not pay Italian Agent 
for his work on the project, Brazil Country Manager and certain other managers were aware that 

Italian Agent would receive his payment instead from Brazil Agent in the form of a “finder’s fee.” 
 

Italian Agent Continued to Work on the UFN-IV Project 
 

24. Throughout the course of the UFN-IV contract, Italian Agent frequently contacted 
Brazil Country Manager about his efforts on behalf of Foster Wheeler and his share of payments 
that Foster Wheeler, through FWEL, made to Brazil Agent.  For example, in January 2013, Italian 
Agent told Brazil Country Manager that he was going to New York “for a meeting with third 

parties involved in [the UFN-IV contract].”  Brazil Country Manager did not ask about the 
identities of the “third parties” or their roles in the UFN-IV contract.  On January 14, 2013, Italian 
Agent told Brazil Agent that he needed an explanation of why his share of the Foster Wheeler 
payment had been delayed and an update about the status of the project. 

 
25. Brazil Country Manager sent Italian Agent updates on the status of Petrobras’ 

payments to FWEL and FWEL’s payments to Brazil Agent.  Between February 2013 and July 
2014, Brazil Agent submitted four quarterly reports to Foster Wheeler and invoices for payment, 

none of which documented any meaningful work by Brazil Agent to justify its 2% commission.  
By October 2013, Brazil Country Manager told a Foster Wheeler project manager that Brazil 
Agent’s “contacts are no longer in the sphere of influence in Petrobras owing to changes in 
positions over the last 18 months.”  The project manager noted that, despite their loss of influence, 

Brazil Country Manager said that Brazil Agent “can make life difficult for us if we do not pay 
[them].”  Per instructions from Brazil Agent, between June 25, 2013, and October 19, 2014, FWEL 
made four payments to Brazil Agent totaling approximately $1.1 million in U.S. dollars to a 
correspondent account at JPMorgan Chase Bank in New York.  The payments were credited to 

Brazil Agent’s bank account in Brazil.   
 

26. In the fall of 2012, Italian Agent and Brazil Agent discussed the benefits of 
arranging two offshore entities to facilitate the transfer of FWEL funds from Brazil Agent to Italian 

Agent.  On December 12, 2012, Italian Agent told Brazil Agent that they would need to enter into 
a contract to justify the transfer of funds to Italian Agent’s bank.  In January 2013, Italian Agent 



 8 

assured Brazil Agent that using the offshore entities would eliminate the Brazilian taxes on their 
fees.   

 

27. Throughout 2013 and 2014, Italian Agent and Brazil Agent shared the UFN IV-
related fees from FWEL and provided payments to one or more Petrobras officials.  For example, 
in July 2013, Italian Agent and Brazil Agent discussed how to split 80% of the funds received from 
FWEL.  The remaining 20% of the funds was likely allocated to one or more Petrobras officials.  

Due to restrictions on currency transfers from Brazil, in one instance in July 2013, Brazil Agent 
transferred $200,000 from a personal account at BSI Overseas (Bahamas) Limited to the escrow 
account of Italian Agent’s attorney, at JPMorgan Chase Bank in New York. 

 

28. Subsequently, in February 2014, Brazil Agent decided to use a doleiro – a money 
launderer – to transfer Italian Agent’s share of the second payment from FWEL.  In March 2014, 
Brazil Agent explained that he would give Brazilian reais in cash to the doleiro, who would 
convert it to U.S. dollars and deposit it into an account that Brazil Agent designated.  Afterward, 

Brazil Agent would make three separate withdrawals on different days to avoid detection.   
 

29. Around October 2014, Italian Agent and Brazil Agent discussed sending Italian 
Agent his share of the fourth payment from FWEL.  Italian Agent then updated Monaco 

Intermediary Company about the status of payment.  Brazil Agent arranged to have two 
intermediaries transfer $88,692 to the Swiss bank account of Italian Agent’s Uruguayan 
corporation.  In an email to Brazil Agent regarding future projects, Italian Agent wrote, “I am 
hoping that you can find for us some ‘jeitinhos’ to be able to make some money for all of us.”  

“Jeitinhos” is a Portuguese term that is a euphemism for bribery or corruption. 
 

30. Ultimately, on May 23, 2014, Petrobras terminated the UFN-IV contract due to 
financial and other difficulties.  FWEL made its last payment to Brazil Agent later that summer.  

Each of the improper payments were falsely recorded as “commissions” in Foster Wheeler’s books 
and records.  Foster Wheeler failed to devise and maintain a system of internal accounting controls 
sufficient to detect or prevent the bribe payments. 
 

LEGAL STANDARDS AND VIOLATIONS 
  

31. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease 
and-desist order upon any person who is violating, has violated, or is about to violate any provision 

of the Exchange Act or any rule or regulation thereunder, and upon any other person that is, was, or 
would be a cause of the violation, due to an act or omission the person knew or should have known 
would contribute to such violation. 

32. As a result of the conduct described above, Foster Wheeler violated Section 30A of 

the Exchange Act, which prohibits any issuer with securities registered pursuant to Section 12 of 
the Exchange Act or which is required to file reports under Section 15(d) of the Exchange Act, or 
any officer, director, employee, or agent acting on its behalf, to make use of the mails or any 
means or instrumentality of interstate commerce corruptly in furtherance of an effort to pay or 

offer to pay anything of value to foreign officials for the purpose of influencing their official 
decision-making, in order to assist in obtaining or retaining business.  [15 U.S.C. § 78m]. 



 9 

33. Further, as a result of the conduct described above, Foster Wheeler violated Section 
13(b)(2)(A) of the Exchange Act, which requires issuers to make and keep books, records, and 
accounts, which, in reasonable detail, accurately and fairly reflect the transactions and disposition of 

the assets of the issuer. [15 U.S.C. § 78m(b)(2)(A)]. 

34. In addition, as a result of the conduct described above, Foster Wheeler violated 
Section 13(b)(2)(B) of the Exchange Act, which requires issuers to devise and maintain a system 
of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are 

executed in accordance with management’s general or specific authorization; (ii) transactions are 
recorded as necessary (I) to permit preparation of financial statements in conformity with generally 
accepted accounting principles or any other criteria applicable to such statements, and (II) to 
maintain accountability for assets; (iii) access to assets is permitted only in accordance with 

management’s general or specific authorization; and (iv) the recorded accountability for assets is 
compared with the existing assets at reasonable intervals and appropriate action is taken with 
respect to any differences.  [15 U.S.C. § 78m(b)(2)(B)].  

COOPERATION AND REMEDIATION 

 
35.   In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondent and cooperation afforded the Commission staff.  Amec Foster 
Wheeler, and subsequently Wood, cooperated in the Commission’s investigation by identifying and 

timely producing key documents identified in the course of its own internal investigation, providing 
the facts developed in its internal investigation, and making current or former employees available 
to the Commission staff, including those who needed to travel to the United States. 

36.   Amec Foster Wheeler’s and Wood’s remedial efforts included termination of 

employees responsible for the misconduct and enhancements to its internal accounting controls.  
Amec Foster Wheeler, and subsequently Wood, strengthened its ethics and compliance 
organization; enhanced its code of conduct, policies and procedures regarding gifts and hospitality, 
and the use of third parties; created positions to address potential risks; and increased training of 

employees on anti-bribery issues.  

DEFERRED-PROSECUTION AGREEMENT 
 

37.    FWEL (now known as Amec Foster Wheeler Energy Limited or “AFWEL”) has 

entered into a three-year deferred-prosecution agreement with the United States Department of 
Justice in which it acknowledges responsibility for criminal conduct relating to the findings in the 
Order.  Specifically, in United States v. AFWEL, 21-CR-298 (KAM) (E.D.N.Y.), AFWEL 
acknowledged responsibility for violation of Section 30A of the Exchange Act [15 U.S.C. § 78dd-1 

et seq].   
 

DISGORGEMENT AND NON-IMPOSITION OF A CIVIL PENALTY 
 

38.     Amec Foster Wheeler acknowledges that the Commission is not imposing a civil 
penalty based upon the imposition of an $18.375 million criminal fine as part of AFWEL’s 
resolution with the U.S. Department of Justice. 



 10 

 
39.  The disgorgement and prejudgment interest ordered in paragraph IV. B. is 

consistent with equitable principles, does not exceed Respondent’s net profits from its violations, 

and returning the money to Respondent would be inconsistent with equitable principles.  
Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 
equitable alternative.  The disgorgement and prejudgment interest ordered in paragraph IV. B. 
shall be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 

Exchange Act.   

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 

 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Sections 13(b)(2)(A), 13(b)(2)(B), 
and 30(A) of the Exchange Act. 

 
 B. Respondent is liable to the U.S. Securities and Exchange Commission for 
disgorgement of $17,656,302 and prejudgment interest of $5,107,985, for a total of $22,764,287. 
Respondent shall receive a disgorgement offset up to (a) $9,105,714.80 based on the U.S. dollar 

value of any disgorgement paid to the Controladoria-Geral da Uniᾶo (“CGU”)/Advocacia-Geral da 
Uniᾶo (“AGU”) and the Ministério Publico Federal (“MPF”) reflected by evidence acceptable to 
the Commission staff in its sole discretion, in a parallel proceeding against Respondent in Federal 
Court in Brazil; and (b) $3,531,260.40 based on the U.S. dollar value of any disgorgement paid to 

the Serious Fraud Office reflected by evidence acceptable to the Commission staff in its sole 
discretion in a parallel proceeding against Respondent in the Crown Court in the United Kingdom. 
Such evidence of payment shall include a copy of the wire transfer or other evidence of the amount 
of the payment, the date of the payment, and the name of the government agency to which payment 

was made.  To receive this offset, Respondent must make the above-identified payments within 30 
days from the date of this Order.  Any amounts not paid as an offset within the specified time shall 
be immediately due to the U.S. Securities and Exchange Commission. Respondent shall, within 30 
days of the entry of this Order, pay disgorgement of $7,062,520.80 and prejudgment interest of 

$3,064,791 for a total payment of $10,127,311.80 to the Securities and Exchange Commission for 
transfer to the general fund of the United States Treasury, subject to  Exchange Act Section 
21F(g)(3).  If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of 
Practice 600. 

   
Payment must be made in one of the following ways:   

 
(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  
 



 11 

(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 

Amec Foster Wheeler Limited as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Tracy L. Price, 
FCPA Unit Deputy Chief, Division of Enforcement, Securities and Exchange Commission, 100 F 
St., NE, Washington, DC 20549-5631.   
 

 By the Commission. 
 
 
 

       Vanessa A. Countryman 
       Secretary 

 
 

http://www.sec.gov/about/offices/ofm.htm

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