FOR INTERNAL USE ONLY.

Operating Model and

Organisational design

Document HRM-GDS-100001
CEO Directive OM1: Version 3
13th November 2014
 FOR INTERNAL USE ONLY.

1 Introduction from your CEO.........................................................................................1

2 Operating model design principles .............................................................................2

3 Key attributes of the Amec Foster Wheeler operating model ...................................3

4 Group level structure and governance .......................................................................5

4.1 Group level structure ................................................................................................5
4.2 Group Level governance approach ........................................................................10

5 Business Unit, SBD, and Group Function organisational structures.....................16

5.1 Organisation structure for AMEA & Southern Europe ............................................16
5.2 Organisation structure for Americas .......................................................................17
5.3 Organisation structure for Northern Europe & CIS .................................................18
5.4 Organisation structure for Global Power Group......................................................19
5.5 Organisation structure for Strategy & Business Development................................20
5.6 Organisation structure for Group Functions............................................................21
5.7 Shared Services Centres........................................................................................22
5.8 Investment services and B.O.O. assets..................................................................22
5.9 Approach to non-integrated consulting businesses ................................................22
5.10 Role Titles ..............................................................................................................23
5.11 Organisational structure transition (Jan 2015)........................................................23

6 How the Global Execution Model will function.........................................................24

6.1 Execution Centres ..................................................................................................24
6.2 High Value Execution Centres................................................................................25
6.3 Centres of Expertise...............................................................................................26
6.4 How the Global Execution Model will work in practice............................................26
6.5 Projects in the Deliver phase (as of Jan 2015).......................................................29

7 Culture, behaviours and incentives ..........................................................................30

8 The Identify, Acquire, and Deliver Process ..............................................................31

8.1 Execution and Assurance of the process ...............................................................31
8.2 Identify, Acquire, and Deliver process governance/decision gates.........................33
8.3 Identify....................................................................................................................37
8.4 Acquire ...................................................................................................................40

Document HRM-GDS-100001 Version 3

 FOR INTERNAL USE ONLY.

8.5 Deliver ....................................................................................................................44

8.6 Critical operating model launch processes .............................................................47

9 Role, scope, and key activities of Strategy & Business Development...................48

10 Role, scope and key activities of the Functions ......................................................49

10.1 HSSE......................................................................................................................50
10.2 Finance...................................................................................................................51
10.3 IT ............................................................................................................................53
10.4 Commercial ............................................................................................................54
10.5 HR ..........................................................................................................................54
10.6 Legal.......................................................................................................................55
10.7 Project Delivery ......................................................................................................56
10.8 Corporate Affairs / Communications.......................................................................57

11 Policies and Procedures ............................................................................................58

12 Operating model Governance....................................................................................59

12.1 Applicability of model and management of exceptions...........................................59
12.2 Management of change..........................................................................................59

13 List of appendices ......................................................................................................60

Document HRM-GDS-100001 Version 3

 Introduction from your CEO FOR INTERNAL USE ONLY.

1 Introduction from your CEO

This document is to provide guidance on and describe the key elements of the Amec Foster
Wheeler operating model. It serves as a reference for the future and will remain a “living
document”, evolving over time to respond to growth/changes in the business and in external
market conditions. It has been agreed by the Amec Foster Wheeler Group Leadership Team
and signed-off by me.

The document focuses on the process of Identifying, Acquiring, and Delivering work, and the
assurance of these activities (with a particular emphasis on the Identify and Acquire phases)
since this will form a critical part of Amec Foster Wheeler’s operations going forward. It
describes the most onerous example of the process (e.g. bidding on a lump-sum EPC
prospect), however the best practice principles will apply to all bidding activity. The other key
Amec Foster Wheeler business processes will be detailed in due course.

The transition to the new way of working will have a phased approach, and will be supported
by new procedures and training programs to be rolled out in the near future.

This document aims to:

► Share the design principles which describe the ambition for the operating model
► Share the overall structure of the organisation and the structures for the Business Units,
Strategy and Business Development, and Group Functions
► Define the governance approach at Group level
► Detail how the Global Execution Model works, and the role of Execution Centres, High
Value Execution Centres, and Centres of Expertise
► Define the process to Identify, Acquire, Deliver and Assure work and the decision rights
of Operations, Strategy & Business Development, and the Functions
► Describe the scope of Strategy & Business Development and the Functions

The Operating Model described in this document is mandatory, and I expect it to be adopted
across Amec Foster Wheeler to enable the Global Execution approach. Exemptions will be
granted only where appropriate for sound business reasons, and will be approved by myself
or relevant Group President and Group Function lead (see Section 12.1).

This document is available to everyone in Amec Foster Wheeler, and will be actively
distributed to the Group, Business Unit, and Operating Unit level leadership teams within the
Operations, Strategy & Business Development, and Functions.

Samir Brikho
Chief Executive, Amec Foster Wheeler

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 Operating model design principles FOR INTERNAL USE ONLY.

2 Operating model design principles

The operating model design principles describe our aim and intent for the Amec Foster
Wheeler operating model. They provided guidance as the new approach was developed and
will continue to underpin any adaptations to the model as it evolves due to changes in the
business and market environment.

The Amec Foster Wheeler operating model:

► Enables clarity on vision and strategy and ensures alignment on business priorities
► Supports the delivery of short-term and long-term strategic goals, aligned with our
values
► Unlocks growth and value from our combination by galvanising people around a single
vision
► Reflects our customers’ needs in the way we capture and execute new work to deliver
an enhanced customer experience
► Is flexible to accommodate multimarket operations
► Enhances a Global Execution Model and drives work-sharing and collaboration
► Translates into clear accountabilities and supports effective decision-making
► Supports collaboration across a balanced matrix structure of Functions, Regions and
Markets
► Facilitates a lean and efficient organisation design
► Is scalable to allow for organic growth and future M&A activity

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 Key attributes of the Amec Foster Wheeler operating model FOR INTERNAL USE ONLY.

3 Key attributes of the Amec Foster

Wheeler operating model
The new operating model defines the way we Identify, Acquire, Deliver, and Assure work.

The most significant attributes of the operating model which differ to the legacy AMEC and
Foster Wheeler approaches are:

► Adopting a global mind-set across the process of Identifying, Acquiring, Delivering, and
Assuring work
► Winning work in a different way, driven by strong Business Development
► Operating in a more customer focused way along the customer journey
► Collaborating in an interdependent way
► Deploying talent and skills to the best opportunities
► Driving collaboration and understanding across Regions through a consistent structure
► Incentivising our people to drive new behaviours and growth
► Identifying optimal resourcing solutions earlier in the process of Identifying and Acquiring
work

In practise, this results in the following key characteristics of our new approach:

► Group level structure: In order to more effectively collaborate, Amec Foster Wheeler
has a balanced matrix of Business Units, Markets, and Functions with a more prominent
role for the Group/BU Functions in supporting the BUs
► Business Units (BUs): Amec Foster Wheeler Operations are organised into three
regional Business Units and the Global Power Group (GPG) BU
► Markets: Amec Foster Wheeler operates across four key Markets: Oil & Gas,
Mining, Environment & Infrastructure, and Clean Energy, and a number of Sectors
► Functions: Amec Foster Wheeler Group/BU Functions have greater consistency in
the role/scope of each Function across the different BUs to help drive understanding
and collaboration across the Business Units
► Governance: The Group Leadership Team is responsible for providing the overall
strategy & vision, driving execution, ensuring adherence to policies, practices &
procedures, growing markets & customers, sustaining Amec Foster Wheeler’s values and
reputation, and developing our people. New forums (e.g. a new Lead Review Meeting and
Group Project Review Committee) form part of the overall business/ functional
governance approach and provide increased oversight over the winning and execution of
work, in order to deploy talent efficiently and maintain a customer-focused approach

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► Strategy & Business Development: To change the way we win work, Business
Development has an increased prominence, with a Group President for Strategy &
Business Development and dedicated Business Development resource at the Group level
and embedded within the Business Units. The Business Unit BD teams will continue to
grow a strong sales capability across the Regions, with Group SBD providing functional
stewardship
► Organisation structures: Consistent structure, role titles, and definition of the Functions
across the BUs will aid understanding and global collaboration between the Regions,
GPG, SBD and Group Functions
► Global Execution Model: Offices are defined as Execution Centres, High Value
Execution Centres, and/ or Centres of Expertise based on their capability, capacity, and
cost to aid understanding and allow optimal resourcing of projects across BUs/OUs. In
addition, there is a set of principles and conventions which will be used to define how
costs, profits, losses and liabilities will be shared when offices in different OUs collaborate
to win and execute work
► Culture, behaviours, and incentives: A set of core values and behaviours has been
identified to underpin the Global Execution Model and a revised Group and Operating Unit
level incentives approach designed to encourage the collaboration and the Global mind-
set
► Identify, Acquire, and Deliver process: A consistent process has been defined, with
clear decision rights and roles for SBD, Operations, and the Functions in winning and
executing work. There are three key decision gates:
► Pursue/Not Pursue gate prioritises effort on Leads and Opportunities with good
strategic fit and to align on optimal resourcing solutions early in the process
► Bid/No Bid gate ensures that all requirements of responding to an ITT (e.g.
schedule, cost, execution and contract risk) are understood and can be met
► Permission to Submit gate ensures that a fully defined and approved proposal is
formally issued to the customer

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4 Group level structure and governance

4.1 Group level structure
Figure 1 – Overall structure

Amec Foster Wheeler is structured around four Business Units and four Markets. The
Business Units comprise three Regions (Asia, Middle East, Africa & Southern Europe,
Americas, and Northern Europe & CIS), and the Global Power Group.

Amec Foster Wheeler will have four P&Ls, one for each of the Business Units, and will adopt
incentives that are designed to drive collaboration and enable the Global Execution Model.
Further details on the ownership of P&Ls at an office level can be found in Section 6 of this
document, while the approach to incentives can be found in Section 7.

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Figure 2 shows the Group Leadership Team.

Figure 2 – Group Leadership Team

Commercial and IT will report to the Chief Financial Officer. Corporate Affairs will be a
direct report to the Chief Executive Officer, but not a member of the Group Leadership Team.
HSSE will report through a committee, chaired by the CEO.

Regions

Three regional Business Units have been established:

► AMEA & Southern Europe (AMEASE)

► Americas
► Northern Europe & CIS (NE&CIS)

These Regions are organised around four Markets – Oil & Gas, Mining, Environment &
Infrastructure (E&I) and Clean Energy (CE). The four Markets are further subdivided into
sectors, as shown in Figure 1.

Figure 3 shows the geographic scope of the three Regions.

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Figure 3 – Geographic delineation of Regions

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The regional boundaries describe the primary responsibility for:

► Managing the P&L in the Region

► Managing all offices within the geographic area, relevant project offices and Joint
Ventures
► Driving sales growth in the countries within the Region
► Building and maintaining regional client relationships
► Delivering to the customer
► Driving HSSE performance
► Ensuring that the best of Amec Foster Wheeler is brought to bear on all major prospects
and projects
► Supporting all key accounts and driving relationships where allocated to the Region
► Developing capabilities and talent

This encourages offices to support the Identification, Acquisition and Delivery of work across
Regions. For example, an office in one BU or OU may play a pivotal role in winning and
executing work in another BU/ OU. Further details on how the Global Execution Model will
function can be found in Section 6 of this document.

These Regions have been defined in order to give a balance of execution capability and
expertise, markets being served, headcount, and growth opportunities across Regions.

Global Power Group (GPG)

In addition to the Regions, the Global Power Group BU offers a full range of steam generator
equipment, aftermarket products and services to the power, industrial, and waste-to-energy
sectors. Its areas of expertise are the design, supply, erection, and servicing of:

► Flexible-fuel circulating fluidised-bed (CFB) steam generators

► Pulverised-coal steam generators
► Air quality control systems for utility and industrial applications
► Industrial boilers and Heat Recovery Steam Generators (HRSG) for liquid and gaseous
fuels

The nature of GPG’s business is materially different to the E&C work conducted by the
Regions and retains a global remit. GPG has major engineering centres in the USA, China,
Finland, Spain and Poland, as well as fabrication facilities in China, Poland and Spain.

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Strategy and Business Development

Like the Regions, Strategy and Business Development spans the four Markets. Business
Development has a strong presence in Amec Foster Wheeler, with a Group President for
Strategy & Business Development and dedicated Business Development resource both at
the Group level and embedded within the Business Units.

Group SBD is responsible for developing the corporate strategy, building market intelligence,
driving functional excellence, managing Global Key Accounts, leading the Markets across the
company, and providing oversight of Business Unit BD.

Functions

The Business Units and SBD are partnered by eight Functions. The resources for these
Functions are predominantly embedded in the Business Units with a lean corporate centre
(with the exception of Legal and IT – see Section 5.6). The scope of these Functions is
detailed in Section 10 of this document, but initial high-level guidance is provided in Figure 4.
Figure 4 – High level scope of the Functions

The process of cost, value and end life forecasting (internal cost reporting) will continue to be
conducted by Commercial in legacy AMEC businesses, and by Project Control in legacy
Foster Wheeler businesses. In the long-term the process will be harmonised across Amec
Foster Wheeler.

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4.2 Group Level governance approach

The Amec Foster Wheeler Group Leadership Team (Group LT) consists of:

► Chief Executive Officer

► Group President, AMEA & Southern Europe
► Group President, Americas
► Group President, Northern Europe & CIS
► Group President, Global Power Group
► Group President, Strategy & Business Development
► Chief Financial Officer
► Group Human Resources Director
► General Counsel and Company Secretary
► Group Project Delivery Director

The role of the Group LT is defined in Figure 5.

Figure 5 - Role of the Group Leadership Team

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Key Group level governance forums

The Group Leadership Team will hold regular management meetings/committees to deliver
on its role, as shown in Figure 6.
Figure 6 – Group Leadership Team governance approach

Several of these Group-level forums will be replicated at the BU and potentially OU or

equivalent level, although the specifics of these meetings may vary at different levels. These
forums include:

► Leadership Team Meeting

► Lead Review Meeting
► Tender Review Committee (known as the Commercial Review Board at BU/OU level)
► Project Review Committee
► People Forum

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The high level objectives and membership of the management meetings/committees are laid
out in Table 1. For more detail on these meetings, please refer to their individual Terms of
Reference (ToRs).
Table 1 – Amec Foster Wheeler L1 Management meetings/committees*

FORUM OBJECTIVES* MEMBERSHIP FREQUENCY DURATION LOCATION

Group To review operational and Group Leadership Monthly 0.5-1 day Various
Leadership financial performance and adjust Team throughout
Team short-term planning accordingly year:
Meeting  Review KPI dashboard  7 in
 Share financial performance NE&CIS
YTD  3 in
 Review global market Americas
analysis  2 in
 Discuss market, sector, and AMEASE
customer reports
 Discuss key pursuits
 Review and discuss HSSE
performance
 Review integration progress
 Agree next steps and action
owners
Group Lead Prioritise early efforts on Group Presidents Monthly 4 hours To align with
Review opportunities with good strategic (GPG when Group
Meeting fit and align on critical elements relevant), Group Leadership
of the win plan PD Director Team
Meeting
location
Tender To review and approve bids/ CEO, CFO, 1-2 meetings 1-2 hours By Lync
Review tenders that require Group level General Counsel & per month, as
Committee approval** both prior to bid Company needed
preparation and tender Secretary, Group
submission, and where proposed PD Director, Head
contract position materially of Risk
changes prior to entering into a Management &
contract. Insurance,
To review proposed JVs which Commercial
are not related to specific tenders Director; Group
(i.e. multi-project JVs) Presidents by open
invitation and
**Note, bids/ tenders requiring others by invitation
Group level approval are defined (e.g. Head of
by the Group Presidents’ DoA Financial
and Project Risk Categorisation Operations)
Group To review project execution and Group Leadership Quarterly 1-2 days To align with
Project financial performance on higher Team, Commercial Group
Review risk, higher value contracts Director; others by Leadership
Committee invitation Team
Meeting
location
where
possible
HSSE To review company HSSE CEO, Group HR Quarterly 2 hours To align with
Committee performance and manage HSSE Director, General (addition to Group
risk across the Group Counsel & Group LT Leadership
Company Meeting) Team
Secretary; CFO Meeting
and Group HSSE location
Director are
attendees but do
not sit on the
committee; others
by invitation

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FORUM OBJECTIVES* MEMBERSHIP FREQUENCY DURATION LOCATION

Risk Determines the risk appetite of CEO, CFO, Two meetings As required London
Committee the group, reviews the risk General Counsel & per annum
management policies, Company
procedures and processes, Secretary,
reviews the company risk register Commercial
and reports on key risks, annually Director, Head of
reviews the insurance Risk Management
programme and premiums & Insurance
payable
Disclosure To be determined ahead of Amec Foster Wheeler SOx registration
Committee
People To review company progress in Group LT; others Quarterly 1 day To align with
Forum attracting, developing, and by invitation (addition to Group
retaining talent Group LT Leadership
Meeting) Team
Meeting
location
Global To engage and align on updated Group LT, Annually 2 days Various
Leadership mid- and long-term strategy and Corporate Affairs
Summit vision Director, ~80
senior executives,
~10 high potentials
Share Approves the allotment of new Board of Directors, As required As required London
Allotment shares or the issue of existing General Counsel &
Committee shares following the exercise of Company
options under the savings related Secretary. Deputy
share option scheme Company
Secretary is an
attendee but not a
member of the
committee
Pensions & Review and recommends the CFO, HR Director, As required, As required London
Retirement establishment of any new or Corporate at least
Benefits replacement pension Pensions Manager annually
Committee arrangements, or changes to
existing schemes
Strategy and Q1/2: To refine the 3-5 year Group LT, SVP Annually 1-2 days To align with
Planning strategic direction of the company Strategy; others by (both Group
Retreat and adjust mid- and long-term invitation sessions) Leadership
planning Team
Q3/4: To align operational and Meeting
financial planning with strategy location
Corporate To evaluate mergers, CEO, CFO, Monthly, as 1-2 hours London
Transactions acquisitions, and disposals General Counsel & needed
Committee Company based on deal
Secretary; Head of pipeline
M&A; others by
invitation
Integration To maximise value achieved from Group LT, Monthly 4 hours London
Steering integration of Foster Wheeler Corporate Affairs
Committee Director, SVP
(temporary Strategy, Senior
forum) Advisor Strategic
Development,
Integration Director

Note: Additional attendees may be invited as needed to all meetings.

*Individual ToRs take precedence in the event of misalignment

The illustrative annual L1 management meeting calendar is shown in Figure 7. This is

managed by the office of the CEO, which is responsible for setting dates for the necessary
meetings.

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Figure 7 – Amec Foster Wheeler Group level annual management meeting calendar

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In addition to the Group Leadership Team, the Board is ultimately responsible for promoting
the long-term success of the company. The Board meets at least 6 times per year and
consists of a non-executive Chairman and a group of executive and independent non-
executive directors who together oversee the activities of Amec Foster Wheeler. The
independent non-executive directors make up the majority of the Board.

In addition to the Board Meetings, there are currently four Board Committees, which are listed
below. For details of the scope, attendees etc. of these Board Committees, please refer to
their individual Terms of Reference (ToRs).

► Audit Committee
► Nominations Committee
► Remuneration Committee
► Ethics Committee

Group level KPIs/Metrics

Details of the KPIs/metrics which will be reviewed at Group and Business Unit level to be
developed. The anticipation is these will be released during Q1 2015.

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5 Business Unit, SBD, and Group Function

organisational structures
In line with the organisation design principles, the organisation in the Regions has been
designed to be consistent with the Group level approach to be efficient and balanced, and to
aid work-sharing. The Business Unit organisations for AMEA & Southern Europe, Americas,
and Northern Europe & CIS are shown in Figure 8, Figure 9, and Figure 10 below. Note that,
given the current scope of Amec Foster Wheeler, not all Markets are present in all Regions.

Each BU is organised into a series of Operating Units comprising a number of Execution

Centres. Not all Execution Centres are shown on these BU organisation charts; the objective
here is to show sufficient detail for all Amec Foster Wheeler operational staff to understand
how and where their part of the organisation reports in.

5.1 Organisation structure for AMEA & Southern Europe

The AMEA & Southern Europe (AMEASE) Leadership Team is shown in Figure 8.
Figure 8 - AMEA & Southern Europe Leadership Team

AMEA & Southern Europe is predominantly organised by geography at Operating Unit level,
as much of the work in the Region is focused on oil & gas, while Construction and Specialty
Consulting (CSC) remains as a separate Operating Unit due to its specialised
product/services offering. While Aquenta reports directly in to the Group President, it is shown

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under Asia Pacific as it a member of the Asia Pacific Leadership team. Communications
reports to Business Development, and so is not a member of the BU Leadership Team.

In addition to Asia Pacific Execution Centres, the Asia Pacific Operating Unit also contains
the Region-wide mining business (including our operations in Africa).

5.2 Organisation structure for Americas

The Americas Leadership Team is shown in Figure 9.

Figure 9 - Americas Leadership Team

Americas is structured around the four Markets. Due to the size and scope of the oil & gas
business there are two Operating Units split by geography: US, Central & South America and
Canada. Communications is a direct report to the Group President, but not a member of the
BU Leadership Team.

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5.3 Organisation structure for Northern Europe & CIS

The Northern Europe & CIS (NE&CIS) Leadership Team is shown in Figure 10.
Figure 10 - Northern Europe & CIS Leadership Team

Northern Europe & CIS is also structured around Markets, with the oil & gas business split
into three Operating Units: Capital Projects, Brownfield Projects, and Asset Management,
Late Life & Decommissioning. The Clean Energy Operating Unit focuses on the nuclear
sector, while the Transmission & Distribution unit will focus on power, gas, and shale gas.

RHi will report into the NE & CIS Group President, but is not a member of the BU Leadership
Team and so is not shown here. Communications reports to Business Development, and so
is not a member of the BU Leadership Team.

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5.4 Organisation structure for Global Power Group

The GPG Leadership Team is shown in Figure 11.

Figure 11 - GPG Leadership Team

Given the nature of GPG’s markets/customers, it will remain a separate Business Unit from
the Regions. It comprises two product based groups with each addressing its respective
markets globally: Global Power Systems & Technology group (PS&T) and Environmental &
Industrial group. The Power Systems (Build, Own & Operate) Operating Unit is managed
within the GPG Business Unit.

Communications reports to Business Development, and so is not a member of the BU

Leadership Team. There is no need for Project Delivery or Commercial Functions at this level
in the GPG Business Unit, but otherwise the Business Unit structure is consistent with the
Regions.

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5.5 Organisation structure for Strategy & Business Development

The SBD Leadership Team is shown in Figure 12.

Figure 12 - Strategy & Business Development Leadership Team

The responsibilities for Strategy & Business Development are divided between Group SBD
and the Business Unit BD teams. The Business Unit Presidents are accountable for Business
Unit BD, although the Business Unit BD resources retain a functional reporting line into Group
SBD. Collaboration across Business Units is key to the Amec Foster Wheeler way of working
to ensure opportunities are maximised at a local and global level. The Global Market Leads
and Global Account Managers will ensure this collaboration takes place effectively.

Further details on the organisational structures of the Business Units and SBD can be found
in Appendix C.

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5.6 Organisation structure for Group Functions

The organisation structure for the Group Functions is shown in Figure 13.
Figure 13 - Group Functions organisational structure

The Group Functions will be relatively lean with the majority of functional resource embedded
within the BUs/OUs/offices. Functions embedded in the BUs will report to their respective
Group President/Operating Unit/Office head but will continue to have a functional reporting
line to the relevant Group Function. Legal and IT are the exceptions; all Legal resource
(including resource supporting the BU/OU/Office heads) will report directly through to the
Group Legal Function, while the majority of IT resource is also at Group level, reporting
through Group Finance.

Group compliance is shown as reporting to Finance for Sarbanes Oxley (SOx) compliance,
and will also report to Legal, for Ethics. It will provide functional stewardship for BU level
compliance. The legacy Foster Wheeler compliance functions in the Business Units will
remain unchanged until Foster Wheeler is deregistered from the SEC for the purposes of
SOx compliance, after which the focus will switch to compliance across the whole of Amec
Foster Wheeler.

Corporate Affairs is known as Communications in the Business Units.

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5.7 Shared Services Centres

Functional Shared Service Centres in Amec Foster Wheeler are focused on processing of
agreed transactional activities and other tasks.

Shared Services will report into a Group Shared Service Centre Head who will oversee the
day-to-day management of staff and operational delivery of the SSC, reporting to the CFO.
Functional oversight and strategic direction will be provided by relevant Group Functions. The
global locations are likely to consolidate over time to drive towards maximum efficiency,
promote consistency of systems and processes, and support the Global Execution Model. As
of January 2015, functional services will retain their existing reporting lines until the Group
Head of Shared Services is in place.

The details of the existing Shared Service Centres can be found in Appendix D.

5.8 Investment services and B.O.O. assets

Investment Services reports to Group Finance and is responsible for realising value and cash
from B.O.O. assets and non-core and/or non-trading businesses, protecting Amec Foster
Wheeler’s balance sheet and business reputation, and managing residual liabilities and loss
related claims from non-core and divested (Legacy) businesses.

In general, Build, Own & Operate (B.O.O.) assets are managed and overseen by Investment
Services as part of Group Finance, however GPG B.O.O. assets are managed within the
GPG Business Unit (see Section 5.4). This will not change the local management of existing
B.O.O. businesses, which will continue as today.

Amec Foster Wheeler will continue to pursue selected B.O.O. opportunities where
appropriate.

5.9 Approach to non-integrated consulting businesses

For specific business / market reasons, some of the non-integrated consulting businesses
will have increased links to Amec Foster Wheeler whilst remaining independently branded.
The key elements of this approach are:

► Operational reporting within the regional structure (as detailed below)

► Management financial reporting through the Regions where the work is executed
► Governance and assurance provided by relevant BU/OU Leadership Team
► Consulting businesses integrated for functional support
► Full visibility of relationships, Leads, and projects between the consulting businesses and
the broader Region
► Back office support provided by global Shared Services Centres
► Brand name independence maintained from each other and from Amec Foster Wheeler
(where appropriate) but with a common brand identity with the broader Group

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► Sharing of best practices and data with other relevant Consulting businesses with
mechanisms in place to ensure this happens effectively

These consulting businesses report to the Group Presidents or OU heads in the following
Regions:

► Aquenta: AMEA and Southern Europe, reporting to the Group President

► RHi: Northern Europe & CIS, reporting to the Group President
► Ingen: Northern Europe & CIS, reporting through Oil & Gas Brownfield Projects
► PI: Northern Europe & CIS, reporting through Oil & Gas Brownfield Projects
► S2V: AMEA and Southern Europe, reporting through Construction and Specialty
Consulting

For further details on the businesses above, please refer to Appendix E.

5.10 Role Titles

Amec Foster Wheeler Group and Operating level role titles are consistent across the
Business Units, SBD and the Functions. The role titles will be chosen from the lists detailed
in Figure 14.
Figure 14 - Role titles

OPERATIONS AND SBD FUNCTIONS*

Group  Group President  Group Director, CFO, General
level Counsel & Company Secretary
Business  Senior Vice President or  Director or Vice President or
Unit President or Managing Director Senior Vice President
*Functional roles at Group centre will not be bound by this shortlist

5.11 Organisational structure transition (Jan 2015)

When the Amec Foster Wheeler organisational structure described in this document launches
(in January 2015, subject to SOx), certain offices will have new reporting lines. In the short-
term, this will not affect the day-to-day operations of these offices. For example where
relevant they will continue to receive support from other offices as they have in the past and
over time this support will transition to reflect the new reporting structure.

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6 How the Global Execution Model will

function
The Global Execution Model relies on collaboration between multiple offices across OUs and
BUs to bid for, win and execute work. Group Presidents meet regularly to discuss key
prospects, agree execution philosophy and assign resources to win and execute work.

For all cross-OU/cross-BU prospects and projects, a lead office will be assigned to lead the
winning and execution of work, supported by other offices as required.

The execution of activities relies on a network of:

► Execution Centres
► High Value Execution Centres (HVECs)

In addition, certain Execution Centres are also defined as Centres of Expertise (CoE) in
specific differentiated capabilities (e.g. technology, lump sum contracting, other specialist
capabilities, etc.), to aid global collaboration. The role of each of these centres is defined
below.

Execution Centres and HVECs will be defined through a chartering process. This process will
also identify the offices to be defined as Centres of Expertise along with their specific
differentiated capabilities.

Operational and embedded functional resources are managed by the Business Units, with
strong functional affiliations to the relevant Group Function.

6.1 Execution Centres

Execution Centres allow Amec Foster Wheeler to manage capacity, capabilities and costs
globally to achieve a competitive market position. They form the core of how Amec Foster
Wheeler will win and execute work. Their responsibilities include:

► Bidding for and executing projects / parts of projects won both by that office and by other
offices
► Developing capabilities and talent
► Supplying capabilities and talent to support the bidding and execution of work in other
offices

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6.2 High Value Execution Centres

High Value Execution Centres give Amec Foster Wheeler the ability to manage capacity and
cost globally to achieve a competitive market position. Their role is to:

► Execute work from elsewhere

► Focus on delivery
► Manage execution capacity
► Support the bidding process, for projects requiring HVEC resource in the delivery phase
► Develop capabilities and talent

The primary purpose of HVECs is to support the delivery of the Global Execution Model, by
providing capacity in a cost effective manner. This does not preclude HVECs bidding for and
winning local work. However, local work should not detract from the HVECs primary purpose.
Local work will not be given preference over other work when competing for HVEC capacity.
HVECs may build specific expertise in serving particular Markets/ Sectors, which will further
improve their efficiency and effectiveness in delivering this work.

Some (non-exhaustive) examples of typical work that these HVECs may provide are:
Engineering activities disciplines; Project and Construction Management; Project Control and
HSSE; Quantity Surveying; Procurement; Contracts; Inspection; Project Services; Estimating
Services.

As part of an annual review process, PD (supported by SBD, and with input from the Group
Presidents) will analyse the expected project portfolio for the next 1-2 years and recommend
a target HVEC workload and resource level over this period. This target will then be agreed
by the Group Leadership Team and progress towards achieving this target monitored by PD
on a quarterly basis (and the target adjusted if necessary). A single global rate for each HVEC
will be set annually, and fixed for the year. This rate will be based on the expected utilisation
of the HVEC throughout the year.

In the new Global Execution Model, Execution Centres will be expected to support the
delivery of work from other Regions. Similarly, the High Value Execution Centres will support
activity across all Regions, while being managed by one of them. By placing each HVEC in
a specific Region, management and functional support will be provided in an efficient manner,
time zone complexities will be minimised, and functional support can be optimised across the
Region.

Amec Foster Wheeler currently has a number of Execution Centres located across the three
Regions that operate to varying degrees in accordance with the above principles for HVECs.
Starting in Q1 2015, the HVECs will be chartered, and the Market(s) that each HVEC focuses
on will be clearly identified, in order to drive the strategic growth and development of the
HVECs.

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6.3 Centres of Expertise

Some Execution Centres are also defined as Centres of Expertise based on specific
differentiated capabilities that are aligned with Amec Foster Wheeler’s strategy and target
markets and sectors. These offices have a particular responsibility to help Acquire and
Deliver work around the world that is related to their area of expertise.

The role of Centres of Expertise is to:

► Contribute to winning and executing work globally by providing expertise

► Develop talent on behalf of Amec Foster Wheeler globally
► Accept imported work based on their capability set
► Export key talent and expertise to other offices
► Steward technology capabilities as appropriate
► Perform other activities based on their chartering as an Execution Centre

The contribution of Centres of Expertise in recruiting, training, and developing experts for the
benefit of the wider business will be recognised in their annual budgets.

6.4 How the Global Execution Model will work in practice

The P&Ls follow the business organisational structure (i.e. P&Ls will be managed by BU /
OU / office). Each office has responsibility for managing the business to meet/ exceed its
targets, and in so doing (particularly larger Execution Centres and Centres of Expertise) will
have to support the winning and execution of work led by other offices (for example, an office
in one Region may support the execution of work won by an office in another Region).

Once potential prospects have been identified, there are four key ways in which offices in
different OUs may work together to win and execute that work:

► Joint bidding
► Joint project delivery
► OUs using targeted support of experts (e.g. 2 people for 6 weeks) from other OUs to
support project delivery
► Using High Value Execution Centres as part of the execution strategy

The sections below lay out a set of basic principles and conventions for how costs, profits,
losses and liabilities will be shared across OUs for each of the above ways in which offices
in different OUs may collaborate.

The aim of these conventions is to avoid complex, case-by-case negotiations. They are
designed to be as simple as possible, focusing on pragmatic solutions that minimise
adjustments required in developing the management accounts, while reflecting the relative
contributions of each OU involved.

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Basic principles

These principles describe the basis of the approach:

► Bid budgets are owned by the BUs/OUs not by SBD

► The win plan and bid budget are agreed at Pursue/Not Pursue gate (and finalised at
Bid/No Bid – see section 8.2)
► The approach to allocation of bid costs does not change depending on whether the bid is
won or lost
► The execution strategy, including workshare and approach to profit split is agreed pre-
execution (concept at Pursue/ Not Pursue and finalised at Permission to Submit – see
section 8.2)
► Any agreed split of bid-costs and/or profits should be based on simple ratios, e.g.: 90:10,
75:25, 60:40, 50:50
► The allocation of liabilities and warranties should be agreed pre-execution (by Permission
to Submit decision gate – see section 8.2)
► The HVEC remuneration mechanism refers to offices officially chartered as HVECs
► The approach is applicable to offices in the 3 Regions; the approach for collaborations
with GPG will be considered on a case by case basis
► The conventions defined below apply to the management accounts; different approaches
may be required for transfer pricing and the statutory accounts, taking into consideration
e.g. tax implications

Joint bidding

When offices in different Operating Units work together to bid for work, the expectation is that
each OU will bear its own bid costs.

In circumstances where the distribution of the bid costs is grossly disproportionate to the
projected share of any resulting profit (either relating to an individual bid or cumulatively
across multiple bids), an exception to the above may be appropriate. In these circumstances,
bid costs (up to the agreed bid budget) may be reapportioned based on a pre-agreed split
which more closely reflects the expected profit share.

These exceptions will be agreed at the Pursue/Not Pursue gate and finalised at the Bid/No
Bid gate, and will require sign-off by:

► The relevant Group Presidents for bids involving more than one BU
► The relevant Group President for bids involving two or more OUs within one BU

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Joint project delivery

When offices in different Operating Units work together to deliver a project (either from their
home offices, or from alternate location(s)), all profits, losses and liabilities will be shared
among the units based on the manhour/ revenue contribution of the different OUs in the
Deliver phase. This is expected to be the approach in the vast majority of cases.

In exceptional cases where a split based on manhours/ revenue does not adequately reflect
the contribution of the OUs involved, it will be based on the “value added” by the OUs (e.g.
geographic presence, expertise, customer relationships).

As in the bidding phase, these exceptional cases will be agreed at the Pursue/Not Pursue
gate and finalised at the Bid/No Bid gate, and will require sign-off by:

► The relevant Group Presidents for bids involving more than one BU
► The relevant Group President for bids involving two or more OUs within one BU

Expert support in project delivery

As part of its role, an office (the “home office”) will be expected to provide experts to support
the delivery of projects in other offices (“receiving office”) on a short-term basis (up-to 2
years). There are two scenarios:

1. Expert(s) supporting a project in the receiving office, but working in their home office:
► The receiving OU pays the home office full, “normal” charge out rate (including
profit) plus expenses for the expert(s)
► When the support provided amounts to a small number of individuals providing
expert input, the receiving OU retains the full risk/liability for the work. However,
where discreet packages of work are transferred to the home office, the home office
will be liable for this work up to the value of the services provided.

2. Expert(s) seconded to the receiving office:

► The receiving office reimburses the home office for the payroll and other direct
costs of the expert(s)
► All liability remains with the receiving office

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HVECs

The chartered High Value Execution Centres will be managed as a cost centre and other
offices will pay per manhour for work sent to the HVEC.

As stated in section 6.2, there will be a single, global cost per manhour for each HVEC, which
will be reviewed and fixed for the year ahead on an annual basis. The cost will be based on
the expected workload and target utilization, and set such that the HVEC makes a nominal
profit.

Work may be sent to the HVECs on a fully-reimbursable or lump-sum basis depending on

the particular project and/ or contract with the customer. However, in all cases the risk/ liability
relating to the work will remain fully with the sending office/ project.

6.5 Projects in the Deliver phase (as of Jan 2015)

Projects in the Deliver phase will be delivered as intended at the point when they were won,
i.e. any legacy projects in the Deliver phase will be executed using the relevant legacy
company processes and by the office(s) originally intended to execute the work (unless
expressly agreed otherwise by the relevant Group Presidents).

In addition, until the Identify, Acquire, and Deliver process and execution approaches, tools,
systems, and processes are aligned, a collaborative approach will be used in bidding for and
winning new work, with one legacy company taking the lead. This will allow effective working
between the two legacy companies before integration is complete.

In practise, this approach means that the vast majority of late-stage proposals and all projects
in the Deliver phase will not be significantly impacted by the launch of the new operating
model.

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7 Culture, behaviours and incentives

The Amec Foster Wheeler brand purpose is “connected excellence in all we do”. To deliver
on this, underpin the Global Execution Model and to start to define Amec Foster Wheeler’s
culture, three core values and nine sub-values have been identified.

Figure 15 shows how these values and sub-values fit together, along with some illustrative
examples of the associated behaviours. The behaviours provide more tangible expectations
and guidance on how to ensure the values/sub-values are maintained in day to day
operations. There is a separate initiative in place to further define and embed the desired
behaviours over the coming months/ years. Workshops will be held to engage with the
broader business in early 2015.
Figure 15 - Amec Foster Wheeler values and example behaviours

For 2015, the Amec Foster Wheeler incentives approach for the senior management
positions is designed to encourage these behaviours and drive the Global Execution
approach. To achieve this, incentive targets for senior management will include metrics
based on the overall performance of Amec Foster Wheeler, and on the effective
implementation of the desired behaviours. This will drive the adoption of a truly Global
Execution Model, with Execution Centres, HVECs, and Centres of Expertise all
collaborating seamlessly to provide the best possible service to customers.

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8 The Identify, Acquire, and Deliver

Process
8.1 Execution and Assurance of the process

The key steps in executing and assuring the Identification, Acquisition and Delivery of work
are articulated in Figure 16.
Figure 16 - Identify, Acquire, Deliver process

The Identify, Acquire, and Deliver process will be applied across the organisation to drive
consistency and to enable collaboration across Business Units in support of the Global
Execution Model. It has been designed to be applicable across the breadth of Amec Foster
Wheeler projects and activities for a diverse range of customers and Markets. Limited
exceptions regarding the level of implementation will be granted only where there are sound
business reasons for doing so, and must be approved by the relevant Group President and
Function lead at Group level.

The document focuses primarily on the Identify and Acquire phases of the process, and does
not attempt to detail the whole project execution methodology. For more detail on the Deliver
phase, please refer to the Project Delivery Function.

While this detailed approach has been developed to deal with the most onerous example of
the process (e.g. bidding on a lump-sum EPC prospect), the best practice principles will apply
to all bidding activity. Transition to the new way of working will have a phased approach, and
will be supported by new procedures and training programs to be rolled out in the near future.

Key elements of the new process are outlined in Figure 17.

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Figure 17 - How Amec Foster Wheeler will Identify, Acquire, Deliver and Assure work

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8.2 Identify, Acquire, and Deliver process governance/decision gates

There are three key decision gates throughout the Identify, Acquire, and Deliver process:
Pursue/Not Pursue, Bid/No Bid, and Permission to Submit. Each prospect will pass through
these gates at Group, Business Unit, and Operating Unit level, with the level of the review
determined based on the criteria as described in the sections below.

Lead Review Meeting

The first decision gate is the Lead Review Meeting. The objectives of this gate are to prioritise
early efforts on the right opportunities with good strategic fit by deciding to Pursue/Not Pursue
opportunities and align on the following critical elements of the win plan:

► Optimal Global Execution strategy (including directional view on workshare, expert(s)

required, HVEC strategy and approach to the split of contract profits)
► Potential resource constraints
► Executive sponsor
► Opportunity assignment (including directional view on lead office, supporting offices/
expert(s) and draft bid-budgets)

Lead Review Meetings will take place at Group, Business Unit, and Operating Unit level.
Prospects will be elevated for review at the Group Lead Review Meeting based on the
following principles:

► Alignment with strategy: projects which:

► Are for strategic, high-potential accounts
► Involve a new country entry
► Involve a new service line
► Involve a new technology
► Projects requiring the formation of a new JV/consortium/partnership
► Projects that are of significant scale/risk or have significant investment/resource
requirements
► Projects which will require multi-business or multi-centre execution
► Projects with potential conflicts of interest across the business

In addition there will be Lead Review meetings at the Business Unit and Operating Unit levels.
The Group Presidents for each BU will set the principles that define the Leads that are
reviewed at Business Unit and Operating Unit level.

The People Forum should be consulted where there is significant support required from HR
(e.g. regarding strategic hires, deployment / relocations, development opportunities)

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This meeting follows a set format, with standardised input developed by the relevant BD team
based on the preliminary win plan, including:

► Outline of win strategy

► Expected project returns
► Execution strategy and resource allocation
► Executive sponsor & opportunity assignment
► Risk categorisation (Delegation of Authority and Project Risk Categorisation as provided
by the Commercial and PD Functions)

Bid/No Bid and Permission to Submit

The Bid/No Bid and Permission to Submit decision gates are managed by the Commercial
Function and governed through the Tender Review Committee (TRC) at Group level and the
Commercial Review Boards (CRBs) at BU and OU level.

As shown in Figure 18, the level at which the decision is made for the Bid/No Bid and
Permission to Submit gates depends on the DoA and Project Risk Categorisation. For details
of the Delegation of Authority, refer to the Commercial Function and for details of the Project
Risk Categorisation, refer to the PD Function.
Figure 18 - Escalation of decision making

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8.2.2.1 Tender Review Committee

The Tender Review Committee is a Group level committee to review and approve the
preparation of tenders and tender submissions for higher-risk, higher-value prospects
(defined by the Group Presidents’ DoA and Project Risk Categorisation). For further details
on the TRC refer to the Tender Review Mandatory Procedure or Section 4.2.1 of this
document which provides a high-level overview.

8.2.2.2 Commercial Review Boards

Each BU will have a CRB to review and approve the preparation of tenders and tender
submissions for prospects that are within the Group Presidents’ approval limits (based on
DoA and Project Risk Categorisation). In addition, the relevant BU CRB reviews prospects
that are outside the Group Presidents’ approval limits prior to submission to the TRC.

The members of the Business Unit CRBs are:

► Group President
► Business Unit Commercial Director
► Business Unit Finance Director
► Others by invitation (e.g. BU PD Director, BU General Counsel)

Approval of win plans (prior to bid preparation) and proposals (prior to tender submission)
may be further delegated to CRBs at the OU level or lower as permitted by the relevant DoA.

The members of the Operating Unit CRBs are:

► Operating Unit President/Senior Vice President/Managing Director

► Operating Unit Finance Director
► Operating Unit Commercial Director
► Others by invitation

For further details on the CRBs, refer to the Tender Review Mandatory Procedure.

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Project Review Committee

Once in the Delivery phase, a Project Review Committee will review project performance on
a quarterly basis to assure the management of execution and contract risk, and review
commercial and financial performance.

The Group level Project Review Committee will review higher risk projects (including those
projects subject to TRC approval at Permission to Submit), as well as providing oversight to
the BU and OU Project Review Committees that carry out the same function at BU and OU
levels.

For further details on the Project Review Committee, refer to Terms of Reference. In addition,
Section 4.2.1 of this document provides a high-level overview.

Summary of operational governance forums

Figure 19 shows an overall summary of the governance forums that provide operational
oversight over the Identify, Acquire, and Deliver process.
Figure 19 - Summary of governance forums for operational oversight

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8.3 Identify

Further detail on the steps of the Identify process is provided below.

Determine strategic direction

► SBD develops the strategy, including Market strategies and portfolio optimisation
Ensure a fundamental understanding of our Markets and customer needs
► Market Intelligence within SBD leads the development
Develop our offering in the Market
► BD embedded in the Business Units develops multi-market plans by country,
aligned with the overall Market strategies set by SBD
Find and pursue prioritised opportunities
► SBD develops and maintains a single database of all prospects throughout the
Identify/Acquire phases
► Prospects are assessed on positioning, capability, commercial consideration, and
strategic alignment
Execution

► Prospects are pursued by Group SBD or by BD in the Business Units, based on

their characteristics (customer, size, capabilities, etc.)
► SBD/BD prepares the win plan to allow early prioritisation
► The overall relationship with Global Key Accounts is overseen by Key Account
Managers & Market leads within SBD to ensure group-wide visibility of the pipeline,
a consistent approach to stakeholder engagement & effective resource
deployment. They are supported by relevant BD & operational teams in the BUs
► Regional key accounts (customers who predominately have a presence in one
Region) are managed by the BD teams embedded in the Business Units.
► The approach to business development and account management is scalable to
suit varying Prospect types and sizes
Frame execution philosophy to meet customer needs
► Early identification of execution strategy and resources for Leads
► Co-ordinated global view of capacity to manage our resources, from the new
business forecast process, reviewed regularly by SBD and the BU leadership
Ensure appropriate project categorisation and early identification of risk
► Projects are assessed on two principal categorisation frameworks; the DoA and
the Project Risk Categorisation. Together, these two risk assessments produce an
overall assessment of a project
Assurance

► These frameworks focus on assessing the financial and commercial risk (DoA)
and the execution risk of a project (Project Risk Categorisation)
► The detail of how these frameworks combine is defined by the Commercial
Director and the Group PD Director
Focus BD efforts on most appropriate bids
► The Lead Review meeting is a new step in the process introduced to review the
win plan and confirm the strategic importance of each bid

The high level Amec Foster Wheeler Identify process is shown in Figure 20 and Figure 21.
Brief descriptions of each process step, and decision rights (RAPIDs) are in Appendix H.

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Figure 20 - High level Amec Foster Wheeler Identify process (1/2)

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Figure 21 - High level Amec Foster Wheeler Identify process (2/2)

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8.4 Acquire

Further detail on the steps of Acquire process is provided below.

Prepare tenders
► There is a gated review process on proposals – Bid/No Bid at
Group/BU/OU/office level (depending on DoA and Project Risk Categorisation)
► Commercial manages the overall preparation of the proposal
► Commercial manages the updating of the win plan based on the ITT
Detail execution philosophy to meet customer needs
► There is an agreed execution strategy for all proposals including the resourcing
plan
► Collaboration occurs across Regions, Markets, and capabilities to win work with
agreed win plans. Collaboration ensures we offer customers the best, most
Execution

competitive solution from Amec Foster Wheeler, sharing expertise, and key
resource
► Clear, regular process to review the execution strategy on opportunities
Approve bid, submit, negotiate and secure work
► Review and approve all aspects of the final bid, and give Permission to Submit
at level based on DoA and Project Risk Categorisation
Develop the most compelling winning proposal
► Strengths are aligned to customer needs and differentiate Amec Foster Wheeler
against competitors
► Engagement of Centres of Expertise is maximised, including key subcontractors
and partners
► Market intelligence is analysed and considered
Ensure optimised execution approach developed
► Execution strategy is reviewed to ensure compliance with the Project Risk
Categorisation, contractual requirements, and capabilities and resources
available
Assurance

► A Red Team Review can be used if required, to provide further assurance

Ensure project risks identified and plans put in place to mitigate throughout
execution
► An assurance plan (incorporating risk categorisation) is developed with key
timetables and individuals identified
► Independent third party may be contracted if needed to review proposed
equipment supply and operational performance of equipment

The Amec Foster Wheeler Acquire process is shown in Figure 22, Figure 23, and Figure 24.

Brief descriptions of each process step, and the detailed decision rights (RAPIDs) can be
found in Appendix H.

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Figure 22 - High level Amec Foster Wheeler Acquire process (1/3)

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Figure 23 - High level Amec Foster Wheeler Acquire process (2/3)

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Figure 24 - High level Amec Foster Wheeler Acquire process (3/3)

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8.5 Deliver

Further detail on the steps of Deliver process is provided below.

Finalise the execution plan and mobilise

► SBD and the Business Units use an identified network of Execution Centres,
HVECs and Centres of Expertise for delivering work
Deliver project and manage P&L
► The Business Units (AMEASE, Americas, NE&CIS, and GPG) own and manage
the P&Ls for the business
Execution

► Functional resources are primarily owned by the Business Units

Incentivise people in the business to deliver
► Incentives are aligned to the new operating model, with a consistent approach
across Business and Operating Units
► Financial recognition through individual performance objectives
► Personal recognition and career development opportunities
Maintain customer interface at a project and account level
► Global and regional key account managers are responsible for account planning,
co-ordinating the customer relationship across the value chains and ensuring clear
owners/points of contact for each stage of work
Ensure customer satisfaction
► Monitor and ensure customer satisfaction in all work to maintain a strong reputation
in the industry
Assure ‘consistent’ delivery of all work and manage risk
Assurance

► Clear set of behaviours across the business to support consistent delivery of work

► Regional Group Presidents are accountable for regional assurance through the
regional matrix organisation
► The PD Function, at each level of the organisation (Group, BU, OU) works with the
relevant Operations team to ensure that project work carried out by Operations
matches the standards it has set out for the Global Execution Model

The Amec Foster Wheeler Deliver process is shown in Figure 25. Brief descriptions of each
process step, and the detailed decision rights (RAPIDs) can be found in Appendix H. In
addition, Figure 26 shows the high-level view of the key activities within project execution and
the primary functional owner.

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Figure 25 - High level Amec Foster Wheeler Deliver process

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Figure 26 – Detailed description of scope of Execute

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8.6 Critical operating model launch processes

Within the Identify, Acquire, and Deliver process, 12 steps have been identified as critical to
effectively manage risk, focus the combined company on the most appropriate opportunities,
and start implementation of the Global Execution Model. These steps will be rolled-out
company-wide either on Day 1 or when the operating model is launched in January 2015.

Figure 27 shows the 12 critical steps, along with the functional owner and the high-level
approach that Amec Foster Wheeler will adopt when they are implemented. For further
information, please contact the relevant Function / SBD/BD.

Where appropriate, an Amec Foster Wheeler-wide approach to other business processes will
be defined in 2015. The timetable for each Function/ process will vary and will be defined by
the appropriate owner.
Figure 27 - Critical process steps within the Identify, Acquire, and Deliver process

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9 Role, scope, and key activities of

Strategy & Business Development
Business Development has an increased prominence in Amec Foster Wheeler. The role of
SBD/BD is to work collaboratively with the Business Units to drive business growth by:

1.Leading the definition of Corporate & Market strategies and giving strong input into
BU strategy
2.Gathering and disseminating Market intelligence
3.Developing and maintaining key relationships through the implementation of
customer/stakeholder plans
4.Identifying Leads and managing the Lead and Opportunity development process
to assess & screen Leads, develop overall win plans and oversee the Pursue/Not
Pursue decision gate
5.Measuring and tracking Amec Foster Wheeler’s success in delivering strategy
through analysis of successful and unsuccessful bids and analysis of the sales pipeline

To deliver against this scope, SBD/BD will:

► Recommend the Corporate & Market strategies, and input into BU strategy
► Perform identification of potential mergers and acquisitions (M&A); lead initial market
diligence; contribute to further diligences
► Perform assessment and screening of bids
► Develop the recommendation overall win-plan for discussion at the Pursue/Not Pursue
decision gate and manage the decision making process
► Ensure that a Global mindset is brought to all bids to bring the best of Amec Foster
Wheeler to every prospect
► Maintain CRM database
► Input in to Red Team Reviews
► Decide on and manage key accounts, partnerships, and alliances
► Gather and disseminate market intelligence
► Develop and implement customer plans
► Track and report on customer satisfaction
► Train and develop SBD/BD staff
► Decide SBD/BD metrics, KPIs, benchmarks, and analytics
► Decide, roll-out and continuously improve mandatory SBD/BD processes, procedures
systems, and tools
► Decide strategic communications and marketing

Further information on the role and scope of SBD/BD, along with a description of the key
activities performed at a Group, BU, and OU level are contained in the SBD/BD charter in
Appendix F.

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10 Role, scope and key activities of the

Functions
Business Units and SBD are partnered by eight Functions, both located in the Group centre
and embedded within the BUs/OUs/offices. The Group level functional teams are focused on:

► Developing the Function strategy and assuring consistent delivery

► Leading the development of the functional capability across the Group
► Actively capturing and sharing best practice across the Group
► Capability stewardship
► Providing governance and driving the development and use of common policies,
processes, procedures, systems, and tools
► Consolidating reporting

The majority of the functional resources are embedded within the Business Units, reporting
day-to-day to the BU Group President/OU head/Office head, with a functional reporting line
to the Group Function. The role of the Functions within the Business Units is to deliver the
relevant functional activity in support of the Business Unit. Legal is an exception where all
Legal resource (including resource supporting the BU/OU/Office heads) will report directly
through to the Group Legal Function. The majority of IT resource is also at Group level,
reporting through Group Finance.

In order to drive functional excellence, and aid collaboration across Regions, Amec Foster
Wheeler will have greater consistency in the role and scope of each Function across the
different BUs. The role/scope of each Function as well as the role of the Group/BU/OU levels
within each Function is laid out in the Function charter. The following sections summarise the
role/scope and key activities in each Function and the full charters are included in Appendix
F.

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10.1 HSSE

The role of HSSE is to ensure the management of health, safety, security and environmental
hazards by identifying, assessing, managing and acting on their risks through:

1. Developing the Global HSSE management Framework and associated processes

and standards
2. Communicating with and engaging the workforce on HSSE performance,
standards and updates
3. Recording, reporting, investigating, and learning from incidents
4. Developing, implementing and undertaking HSSE training and awareness programs
5. Assuring standards are in place

To deliver against this scope, HSSE will cover:

► Health ► Safety
► Occupational Health (OH) ► Occupational safety
management ► Risk mitigation and awareness
► Occupational hygiene ► Incident investigation and lessons
► OH risk/threat analysis learnt
► OH training/awareness ► Safety by design
► Assurance

► Security ► Environment
► Security Assurance ► Pollution control and remediation
► Emergency preparedness management

► Terrorism and other security threat ► Legal compliance and

monitoring, recognition, analysis management
and response ► Impact assessment
► Company travel security protocols ► Preservation and protection

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10.2 Finance

The role of Finance is to ensure the financial wellbeing of the company by making available
the necessary financial resources to operations, by reporting, measuring, managing and
controlling financial risks and by supporting the business as required.

► Set financial policies and procedures

► Set budgeting and forecasting processes
► Preparation and production of full and half year statutory accounts incl. financial
sections of annual reports and associated tax reports
► Prepare monthly financial results in accordance with Amec Foster Wheeler policies
and agreed international accounting standards (IFRS)
► Perform financial appraisals of key decisions
► Provide input to the Tender Review Committee (TRC)/Commercial Review Board
(CRB) processes
► Provide due diligence support to acquisitions and divestments via the Corporate
Transactions Committee process (CTC)
► Assume responsibility for specialist financial functions and processes – Tax, Treasury,
Insurance, M&A, Investment Services/E&C B.O.O.
► Oversee investor relations

To deliver against this scope, Finance will cover:

► Function governance ► Financial accounting ► Budgeting &

► Function strategy & and reporting Management
management ► General ledger
Accounting
► Financial and ► Consolidations ► Planning/ forecasting
accounting policies, ► Timetable ► Short range plan
processes, procedures ► Reconciliations (budgeting)
► HFM Management ► Fixed assets ► Management accounts
► ERP strategy and roll ► Revenue recognition ► GoR preparation
outs ► Intercompany reporting
► TRC, CRB, CTC ► Regulatory and financial
reporting
► Revenue and Payables ► Tax ► Treasury
management ► Tax reporting & ► Funding & deposits
► Accounts receivable provisions ► Cash management &
► Accounts payable ► Transfer pricing flow forecasting
► Invoice processing & ► Expat/employment tax ► Credit & bond issuance
settlement ► Commercial tax ► Foreign exchange
► Payroll ► Indirect tax dealing
► Shared services ► Tax compliance ► Bank relationships
management ► Tax audits ► Inter-company loans &
► Forecasting funding

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► Insurance ► Other ► Group Internal Audit

► Broker servicing ► M&A ► Monitoring & reporting
► Risk retention and ► Transaction diligence on risk management
financing and execution ► Internal control systems
► Global programme ► Shared Services ► Compliance to
development ► Manage and oversee regulation & legislation
► Insurance renewals central shared services (incl. Sarbanes Oxley)
► Claims reporting/ ► Investment ► Reviewing accounting of
management Services/E&C B.O.O. assets
► Technical insurance ► Manage E&C B.O.O. ► Assessing MI production
support to BU/OUs assets & non-core ► Operational and
businesses financial control reviews
► Residual liabilities ► CEO & Audit Committee
► Investor relations special assignments
► Investor relations (SEC
Filings process
support, investor
outreach)
► Rating agency
relations

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10.3 IT

The role of IT is to develop, provide and maintain IT infrastructure and applications across
the business.

As part of these services, IT is accountable for the security of the infrastructure and
applications, its innovation as required and specified by the business and the IT due diligence
of any mergers and acquisitions.

To deliver against this scope, IT will cover:

► Global IT Management ► Regional IT Ops & ► IT Infrastructure
Support services
► Internal coordination
► Incident management ► Local office support ► Technical Infrastructure
► Technology ► Business engagement architecture and
coordination ► PC deployment standards
► Leadership Team ► Local data ► Datacenter design &
► IT Strategy mapping to management operations
business ► Requisitioning ► Network and core
► Enterprise Architecture ► First and Second level office infrastructure
► Business engagement support (HelpDesk) services
plans ► Incident management ► Core application
► Mentoring ► Local IP Phone (IPT) operation (Email, Lync,
► Cost management support IPT)
► Cloud service
management
► IT security ► Application services ► IT process &
compliance
► IT Security architecture ► Application architecture
and standards and standards IT process
►
► Security systems ► Business engagement management
design and operations ► Functional design ► IT documentation
► Intrusion detection and coordination with management
prevention business ► IT compliance &
► Firewall management ► Application change
► Log collection and development ► IT Procurement
storage ► Application ► IT Accounting
► Coordination with maintenance ► Training and
security contractors ► Application competency
enhancement ► IT communications
► Application operations ► IT contract
management
► Legal Liaison
► IT Innovation & major project ► Mergers & Acquisitions
► Business engagement ► IT due diligence
► Development of tech. innovations ► IT integration planning
► Management of major IT projects ► IT integration project management
► IT project management standards ► Cost/synergy management

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10.4 Commercial

The role of Commercial is to maximise commercial performance while minimising business

risk by:

1. Setting the commercial strategy through establishment of DoA, commercial

procedures and processes
2. Managing the full proposal preparation process and leading Bid/No Bid and
Permission to Submit decision gate
3. Ensuring commercial risks are identified and plans and reviews put in place to
mitigate the risks throughout execution
4. Executing post-contract commercial activities (claims/disputes, estimating,
forecasting etc.)

To deliver against this scope, Commercial will:

► Decide contracting principles

► Manage overall delegation of authority (DoA) and decide the Commercial DoA
► Decide Commercial Function priorities to align with Global/Market strategies
► Decide process for agreeing appointment of partners and agents and specific
appointments
► Develop the recommended overall updated win plan for discussion at the Bid/No Bid
decision gate and manage the decision making process
► Lead the proposal preparation process and recommend the proposal for discussion at
the Permission to Submit decision gate and manage the decision making process
► Decide, roll-out and continuously improve mandatory Commercial processes,
procedures systems and tools
► Train and develop Commercial staff
► Decide Commercial metrics, KPIs, benchmarks, and analytics

10.5 HR

The HR function is accountable for managing the total employee lifecycle for the duration of
their employment.

From workforce planning, recruiting, deployment and mobility, the Function will set the
strategies required to cover performance management, reward and recognition, talent
management, development and employee relations. Throughout this lifecycle, HR will
promote diversity, inclusion and engagement. Across the wider business it is responsible for
managing the company’s sustainability strategy.

To deliver against this scope, HR will cover:

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► Rewards and ► Learning & ► Global Mobility

Recognition Development ► Employment Framework
► Delegation of Authority ► Training & Development for mobility & tools
► Pay & Grading to support business ► Risk, Compliance & Due
Framework need and employee Diligence
► Reward Approach & development ► Governance &
Methodology ► Approach to strategic Assurance
► Pensions training delivery ► Deployment/Repatriation
► Benefits Framework ► Performance Mgmt Support
► Share Schemes ► Succession Mgmt ► Contracts & Packages
► Long Term Incentives ► Career Paths ► Expat Tax Collaboration
► Short Term Incentives ► High Potential ► Data Analytics & Report.
► Harmonisation & Identification & ► Payroll Processing
Transition Development ► Vendor Management
► Executive Employment ► Graduate & Trainee ► Immigration
Documentation Development ► Global Mobility Policy

► Resourcing ► General HR ► Shared Services &

► Recruitment & Selection ► Engaging and advising Systems
► Pre-employment on: Disciplinary, ► Provision of
screening grievance, absence transactional
► Induction mgmt, development, administration service
► Strategic Resourcing employee engagement, for delivery of HR and
► Employee Referral exit process information
Programme ► Advising Managers on ► Leadership and
► Internal Transfers people issues expertise for
► Employer Branding ► Org. & Job Design administration and data
► Vendor & Contractor ► Liaison with Unions and management
Management Staff Consultation ► Support to HR
► Workforce Planning Groups Leadership and teams
► Graduate, Trainee & ► Relocation & domestic on data analytics
Internship Programmes mobility ► Interface between IT
► HR Administration and HR function
► Onboarding ► Strategy, Process &
► Employee Welfare Tools

► Sustainability ► Key processes across Function

► Sustainability Strategy ► Provision of transactional administration
► Sustainability Measurement service for delivery of HR and information
► Sustainability Reporting ► Leadership and expertise for
► UN Global Compact administration and data management
► Charity & Community ► Support to HR Leadership and teams on
► Communication & Awareness data analytics
► Carbon Management & Reporting ► Interface between IT and HR function
► Stake holder management ► Strategy, Process & Tools

10.6 Legal

Draft developed. Final version to be included in the next iteration of this document

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10.7 Project Delivery

There is a strong and prominent Project Delivery Function, including a Group Project Delivery
Director reporting directly to the CEO.

The role of Project Delivery is to assure and drive project execution excellence by:

1. Ensuring clear identification and management of project risk in the contracting

operations
2. Providing governance and driving the development and use of common policies,
processes, systems and tools by Ops personnel in support of the Global Execution
Model and global client expectations
3. Agreeing on detailed project execution philosophy for higher risk projects
4. Supporting the development, training and mobilisation of personnel to enhance
execution competencies

To deliver against this scope, PD will:

► Decide the Project Risk Categorisation framework and process, and the Project Risk
Categorisation of specific prospects
► Decide PD functional priorities aligned with Global/Market strategies & identify project
capability gaps
► Manage and ensure implementation of assurance standards, regularly review projects,
and escalate and decide on interventions as appropriate
► Decide, roll-out and continuously improve mandatory processes, procedures, systems,
and tools
► Decide functionality of multi OU systems and integration
► Ensure integrity and consistency of Project Performance Reporting
► Provide support and interventions to projects in execution in accordance with the
Project Assurance plan
► Decide leadership teams for higher risk projects
► Train and develop PD staff
► Decide high level CoE and HVEC charters
► Agree detailed project execution philosophy for higher risk projects including the use
of CoEs & HVECs
► Decide PD metrics, KPIs, benchmarks, and analytics

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10.8 Corporate Affairs / Communications

To maximise (and in some cases minimise) the impact of news and relevant issues,
fundamental to the company's competitive advantage and benefitting its reputation through:

1. Effective internal communications, media relations, government and regulatory

affairs, brand and event management, and investor relations; and
2. Innovative and creative use of social, on/offline, print, audio-visual and other
communications tools

To deliver against this scope, Corporate Affairs will cover:

► Advertising
► Blogs
► Brand management
► Campaign management
► Corporate & social responsibility communications
► Customer communications
► Employee communications
► Employee engagement (campaigns, surveys, etc.)
► Government/regulator/embassies relations
► Hospitality (events – internal/external – roadshows, media etc.)
► Project communication
► Online media management (website/ intranet/microsites/third party sites, etc.)
► Marketing
► Media relations (print, broadcast, social, etc.)
► Publications (newsletters, presentations, annual/other reports, etc.)
► Stakeholder communications

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11 Policies and Procedures

The former Foster Wheeler businesses remain subject to certain US reporting and corporate
governance requirements after closing the deal. All employees of former Foster Wheeler
businesses shall continue to comply with Foster Wheeler AG’s Code of Business Conduct
and Ethics (FW’s Code), Foster Wheeler’s Corporate Policies and supporting procedures and
processes unless and until expressly advised otherwise. FW’s Code shall continue to apply
to the reporting of any violations of FW’s Code, laws, rules, regulations or corporate or other
policies or any observed misconduct or pressure to compromise Foster Wheeler’s standards.

All employees of former AMEC businesses shall continue to comply with AMEC’s Code of
Business Conduct, Global Policies, Global Mandatory Procedures, local jurisdictional and
other procedures and all processes. These shall remain the same unless and until expressly
advised otherwise. Any potential, suspected or actual breaches of the law and any questions
on ethics matters shall continue to be reported or raised in accordance with the arrangements
set out in AMEC’s Code of Business Conduct.

The Codes of Business Conduct, policies and procedures will be integrated in due course.

Any queries about inconsistencies or conflicts should be resolved in discussion with the
relevant General Counsel for your Business Unit, in the first instance.

We are in the process of developing the framework for the Amec Foster Wheeler
management system that will define the hierarchy of policies, procedures, instructions, and
forms, and the new document numbering approach.

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12 Operating model Governance

12.1 Applicability of model and management of exceptions

This document outlines the operating model for Amec Foster Wheeler. It is designed to be
applied across the organisation, to drive consistency in the Identify, Acquire, and Deliver
process, and the role of SBD/BD and each of the Functions globally. Exemptions to any of
the principles, structures, processes or accountabilities in this document will be granted only
where appropriate for sound business reasons.

Any Business/Operating Unit that wants to deviate from the agreed process/role of a
particular Function should be approved by the relevant Group President/Group functional
lead. Where there are more complex changes requested, for example changes to org
structures, this will need final sign off from the CEO.

12.2 Management of change

This document is owned and updated by William Serle, Group HR Director.

Any changes to the contents of this document must be recommended to William Serle and
approved by the Group Leadership Team (see section 4.2).

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13 List of appendices
Glossary of terms

Participation in development of new operating model

Detailed Business Unit and SBD org structures

Shared Service Centres

Non-Integrated Consulting businesses

SBD and Function charters

RAPID definition

Detailed Decision Rights and description of process steps:

Identify, Acquire and Deliver

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Glossary of terms

Acronyms / Terms
These terms are used throughout the Operating Model document:

AM Asset Management
AMEA & Southern Europe Asia, Middle East, Africa & Southern Europe
/ AMEASE
BD Business Development
B.O.O. Build, Own, Operate
BUs (Business Units) L1 organisational units with P&L responsibilities
CCGT Combined Cycle Gas Turbine
CE Clean Energy
CEO Chief Executive Officer
CFB Circulating Fluidised Bed
CFO Chief Financial Officer
CIS Commonwealth of Independent States
CoE Centre of Expertise
CRB Commercial Review Board
CRM Customer Relationship Management
CSC Construction & Speciality Consulting
CTC Corporate Transactions Committee
DoA Delegation of Authority
E&I Environment & Infrastructure
EBIT Earnings before interest and taxes
ELF End Life Forecasting
FW Foster Wheeler
GPG Global Power Group
HR Human Resources
HRSG Heat Recovery Steam Generator
HSSE Health, Safety, Security & Environment
HVEC High Value Execution Centre
I, A, D Identify, Acquire, Deliver
IMO Integration Management Office
IT Information Technology
ITT Invitation to Tender
JV Joint Venture
KPI Key Performance Indicator
Lead office Office that takes primary responsibility for decisions on the
project (e.g. overall financial performance, accountability
for delivery)
Leads Prospects which have not passed the Pursue/ Not Pursue
stage gate
Markets Oil & Gas, Mining, Environment & Infrastructure and Clean
Energy
M&A Mergers & Acquisitions
MDAX Microsoft Dynamics AX enterprise software system
Northern Europe & CIS / Northern Europe & Commonwealth of Independent States
NE&CIS

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O&G Oil & Gas

Ops Operations
Opportunities Prospects which have passed the Pursue / Not Pursue
stage gate but have not passed the Bid / No bid stage gate
OUs (Operating Units) L2 organisational units with P&L responsibilities
PC Pulverised Coal
PD Project Delivery
PI Performance Improvements Ltd
Proposals Prospects which have passed all stage gates but have not
yet completed to Contracts
Prospect A generic term for a potential project during the Identify
and Acquire phases, i.e. a Lead, Opportunity or Proposal
PRC Project Review Committee
PS&T Power Systems & Technology
RAPID Recommend, Agree, Perform, Input, Decide
Regions Americas, Northern Europe & CIS, AMEA & Southern
Europe
RHi Rider Hunt International
SBD Strategy & Business Development
Sectors Further breakdown of market, e.g. Up-, Mid- &
Downstream in O&G
SOx Sarbanes Oxley
SSC Shared Service Centre
ToR Terms of Reference
TRC Tender Review Committee
T&Cs Terms and Conditions

Scope of the Functions

Definition of terms describing Functional scope (see Figure 4)

Finance
Finance Sets financial policies and procedures; sets budgeting and
forecasting; produces management accounts, statutory
accounts and tax reports; prepares monthly financial
results in accordance with Amec Foster Wheeler policies
and agreed international accounting standards; performs
financial appraisals of key decisions; provides input to the
TRC/CRB process; provides due diligence support to
acquisitions and divestments
Treasury Safeguards Group financial assets and manages key
treasury risks, e.g. funding & refinancing risk, currency
risk, interest rate risk etc.
Tax Ensures correct returns and related regulatory
requirements are submitted and are tax compliant;
ensures tax payments made by the due date; optimises
Group taxes
Shared Services Processes agreed transactional activities and tasks
centrally

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M&A Leads execution of transactions including acquisition,

disposition, or investments/restructuring transactions
Investor Relations Provides investor information through written reports,
presentations and conferences
Insurance Responsible for worldwide insurance including support of
risk management; proactive in protecting company from
serious commercial/financial damage
SOx & Internal Audit Provides independent assurance for risk management,
governance and internal control processes and status
Investment Services Responsible for managing residual liabilities and loss
related claims from non-core and divested (Legacy)
businesses; protects Amec Foster Wheeler balance sheet
and business reputation and realises value and cash from
non-core and/or non-trading businesses where relevant
IT
IT Operations Functions Operates the IT environment and provides direct services
to the business
Regional Operations and Responsible for office operations, business relationships,
Support end user support and service level management including
the shared HelpDesk
Infrastructure Services Responsible for the operation of the wide area network
(WAN), datacenter operations, office IT infrastructure, and
Internet connectivity
Application Services Responsible for the development, configuration,
maintenance and systems management of applications
IT Security Responsible for the overall security of the IT environment
and information stored within
IT Internal Services Responsible for the internal functions to operate Global IT
and assure compliance of operations
Process and Compliance Responsible for account and data governance operations,
procurement, asset management, training materials,
communications and legal liaison
Innovation and Major Responsible for working with the business on innovation
Projects and management of large multi-function projects on behalf
of IT or the business
Commercial
Commercial (pre-/post- Supports the organisation in the pre-contract phase in
contract) contributing to winning contracts on a basis which
optimises our prospects of commercial success, and in the
pursuit of commercial entitlement during the post contract
phase of projects
Risk (contract) Ensures risks arising from all elements of a potential
contract are analysed and that the appropriate level of
management approval has been given in respect of the
specific risk in order to eliminate exposure to
unacceptable risks on any project which would have the
potential of seriously jeopardising reputation and
profitability
Cost, Value & ELF Ensures that the forecast outturn value, cost and profit of
an applicable contract are assessed including Anticipated

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Final Cost (AFC), Anticipated Final Value (AFV) and the

Anticipated Final Profit (AFP) with a reasonable degree of
certainty, in order to determine the level of profit to be
declared throughout the life of the contract
Proposals Provide a consistent basis in how we approach key
proposal activities required to prepare a proposal. Defines
proposal best practices that supports a wide range of
proposal responses (ranging from a simple letter proposal
to a large, complex, RFP-based proposal that requires a
formal response generated by a team of people)
Estimating Ensures that estimates are consistent with project scope
definition and the services agreement for which it is being
prepared. Coordinates the work required to provide
supportive details for the estimate, prepares cost
estimates and supporting plans. Prepares cost estimates
for review and approval and advises estimating issues
which require resolution
HR
HR Accountable for managing the employee lifecycle, from
workforce planning, deployment, and recruiting through to
leaving, covering performance, remuneration, talent
management, development and employee relations
HR Services Generates all offer letters, process all new hires and
employee changes (salary increases, department
changes, supervisor updates, terminations, etc.) and
provides the benefits enrolment instructions to employees
as necessary
Talent Management Provides systematic attraction, identification,
development, engagement, retention and deployment of
key high-potential/business-critical individuals/roles
Global Mobility Supports the entire Group business in the management of
cross-border transfers of employees. Works with home
and host country operations and with functions such as
group tax and treasury, commercial and legal, human
resources, and group security, to move employees around
the world in a safe, effective and cost-efficient way
Pensions Administers pension and life assurance schemes
Sustainability Ensures a successful, sustainable company for the long-
term through a balance of economic, social and
environmental issues in our decision-making processes.
Ensures excellent project delivery for customers and
contributes to clients’ sustainability through direct
services, which support the economic, environmental and
social performance of their operations
Academy Underpins and integrates all the various areas of training
and development across the business and delivers these
via a consistent, integrated and accessible global
approach. Aims to develop externally recognised
components so that as well as supporting the business

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development needs, individuals can build their

qualifications to support and develop their careers
Legal
Legal Drafts contractual agreements and advises on contract
law on existing and new documents. Manages the legal
aspects of M&A end to end – legal due diligence, contract
negotiation, transaction facilitation, and integration
planning. Leads employment legal aspects. Protects the
company’s Intellectual property and manages patent
prosecution and interference. Supports regulatory and
governance discussions and claims. Manages pre-
litigation and litigation investigations. Decides and
manages the level of legal outsourcing. Manages JV
structure & agreements. Manages claims / disputes
resolution post-proceedings.
Company Secretariat Ensures the efficiency and effectiveness of the board and
that the directors have timely access to full, accurate and
relevant information (e.g. by circulating supporting papers
for board and committee meetings and capturing and
circulating minutes). Facilitates the provisions of further
insight on an issue from management, where required.
Ensures that the correct board procedures are followed
and that the board is informed on legislative, regulatory
and governance matters related to its operation.
Responsible for organizing and coordinating access to
independent professional advice for the directors as
required. Assists the Chairman in the co-ordination of
induction and ongoing training of Board members
PD
Project Management Responsible for planning, organising, motivating, and
controlling resources, procedures systems and tools to
achieve specific customer projects requirements and
outcomes. Aims to achieve all of the project goals and
objectives while honouring scope, time, quality and
budget considerations
Project Controls/Services Concerned with the metrics of the project, such as
quantities, time, cost, and other resources; however, also
project revenues and cash flow can be part of the project
metrics under control. Applied in a collaboration of its
various sub-disciplines, such as Planning, Scheduling &
Project Reporting, Change Management and Control
Engineering Specify and technically evaluates all items that make up
the project design and may include (e.g.) rotating
equipment, electrical equipment, vessels, pipework,
cabling, instruments, steelwork, concrete.
Ensures that engineering is delivered with consistent high
quality, on schedule and within budget. Provides support
as required during the construction, completions and
commissioning stage of a project, engineering, with in-
depth knowledge of the plant design, in order to overcome

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problems encountered and ensure that the ‘as-built’

project functions as the original specification intended
Supply Chain Provides end to end management of the external supply
chain in the provision of equipment, materials and
subcontracted services provided by third party suppliers in
the execution of projects. Works closely with our
Customers, Project Management and Engineering to
mitigate any risks in the supply chain and maximise the
opportunities to aid excellence in Project Delivery, in terms
of technical assurance, cost, schedule and delivery of the
purchased or subcontracted supply
Construction & Responsible for all construction activities including
Commissioning coordinating and managing the work interfaces,
Completions, Commissioning, and Supply Chain
Management, with other construction contractors on site,
and with the Customer project team
Verifies that the plant and systems have been installed
and operate in accordance with technical specifications
and are fully integrated and are ready for systems start up
and operation
Information Management Ensures effective and consistent use of engineering,
business and project management systems, information
security practises and application technologies associated
with the collection, management and delivering of all
forms of Project data, electronic or hardcopy.
Improves the effectiveness of project execution through
effective information flow during all phases of project
execution. Maximises shared information and to assure
information quality and integrity. Delivers an operational
database that is relevant and conforms to the Customers
specification at the time that it is needed
Project Execution Risk Identifies, qualifies, quantifies, mitigates and manages
risks (threats and opportunities) which impact
achievement of project objectives in order to minimise
adverse project impacts and maximise positive benefits
Quality Management/QA Ensures compliance with specified requirements is
consistently achieved with respect to system & document
management, proposal management & business
development, project management, engineering and
design management, supply chain management,
construction, completions and commissioning, operations
and maintenance management, and resource
management
HSSE
Health Ensures that there are systems in place to identify aspects
of our work which may impact on people’s health and
ensure that we manage risks to minimise health impacts
in the long-term (chronic) as well as short-term (acute).
The underpinning principle in the management of OH is

Document HRM-GDS-100001 Version 3 Page 66 of 105

Glossary of terms FOR INTERNAL USE ONLY.

that occupational ill health is preventable through

proactive risk assessment, risk mitigation and awareness
Safety Creates a safety culture where strong leadership,
personal responsibility and an unyielding commitment to
safety excellence are cornerstones of how we conduct our
business
Security Identifies, anticipates, prevents, investigates and
responds to internal and external security threats.
Provides risk assessment, governance and mitigation
planning, bespoke project support, corporate emergency
preparedness planning, company-wide travel tracking and
emergency response services
Environment Ensures a consistent level of performance across the
organisation which protects and enhances Amec Foster
Wheeler’s environmental reputation; focusing on areas
where high standards of performance must be ensured to
reduce associated environmental and financial risk
(pollution and associated clean-up costs)
Corporate Affairs
Internal Comms Works closely/consults with relevant business
units/functions; drafts and shares information within the
company for business purposes; nurtures relationships
with employees as a way of both retaining and enhancing
talent, and keeps them up to date with corporate and
personal developments. Operates via multiple
communications platforms, including face-to-face,
telephone, video, and online (e.g. intranet, online,
electronic, broadcast, etc.)
External Comms Works closely/consults with relevant business
units/functions to draft, share and transmit information
between the company and another person or entity in the
company's external environment. Operates via multiple
platforms and communicates with multiple audiences
including customers, potential customers, suppliers,
investors, shareholders and society at large
Media Proactively manages the company’s relationships with the
media (print, broadcast and social outlets plus also
individual reporters) to not only promote and shape
commentator opinions on news events, but also to create
media coverage to support specific business initiatives
within the company – specifically in support of business
development – and to beneficially piggyback of non-
connected but related news stories. Also works
closely/consults with business units and functions; drafts
and distributes any public materials
Government and Regulatory Engages with stakeholders in order to explain
affairs organisational policies and views on public policy issues,
assisting policy makers and legislators in amending or
laying down better policy and legislation. Provides
statistical and factual information and lobbies on issues

Document HRM-GDS-100001 Version 3 Page 67 of 105

Glossary of terms FOR INTERNAL USE ONLY.

which could impact upon the organisation's ability to

operate successfully. Its target operation is amongst
individuals or groups with an interest in the organisation's
affairs, such as regulatory bodies, politicians, civil
servants, members of the diplomatic corps, customers
and local communities, clients, shareholders, trade
associations, think tanks, business groups, charities,
unions and elements of the media
Brand management and Maintains, improves, and upholds the company’s brand so
events that the name is associated with positive results, including
such aspects as cost, customer satisfaction, on-site/event
presentation and competition. Also responsible for the
successful delivery and management of corporate and
business events (large or small) to positively reflect the
company and deliver cost effective marketing platforms

Document HRM-GDS-100001 Version 3 Page 68 of 105

 Participation in development of new operating model FOR INTERNAL USE ONLY.

Participation in development of new operating model

The work on the new operating model was sponsored by William Serle, (currently AMEC
Group HR Director), in collaboration with the Operating Model Steering Committee and
signed off by Samir Brikho (currently AMEC CEO) and the overall Integration Steering
Committee.

The Operating Model Steer Co consisted of:

► William Serle (Group HR Director)

► John Pearson (Group President, Northern Europe & CIS)
► Simon Naylor (Group President, Americas)
► Roberto Penno (Group President, AMEA & Southern Europe)
► Gary Nedelka (Group President, GPG)
► Jeff Reilly (Group President, SBD)
► Jon Nield (Group Project Delivery Director)
► Khalid Farid (Senior Advisor Strategic Development)
► Garry Dryburgh (Integration Director)

Document HRM-GDS-100001 Version 3 Page 69 of 105

Detailed Business Unit and SBD org structures FOR INTERNAL USE ONLY.

Detailed Business Unit and SBD org structures

Document HRM-GDS-100001 Version 3 Page 70 of 105

Detailed Business Unit and SBD org structures FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 71 of 105

Detailed Business Unit and SBD org structures FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 72 of 105

Detailed Business Unit and SBD org structures FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 73 of 105

Detailed Business Unit and SBD org structures FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 74 of 105

Shared Service Centres FOR INTERNAL USE ONLY.

Shared Service Centres

Location Function(s) Activities Reporting
to
Legacy Oakville ► HR ► Payroll admin. Americas
AMEC
► Finance ► Benefits & compensation
admin.
Atlanta ► HR ► Payroll admin. Americas
► Finance ► Benefits & compensation
admin.
Darlington ► Finance ► Payroll support Europe
Finance
► Purchase ledgers and
Director
expenses
► Cash management and
finance systems
► Back office finance
functions (COINS)
Knutsford ► HR ► Majority HR activities Europe HR
(proposed ► Some back office finance Director
location*)
functions (MDAX)
Manila ► IT ► IT help desk (global) Head of
► Finance ► MDAX system support (in Finance,
development) Growth
► HR regions
► Others ► Transactional finance
(commercial, ► HR and Global Mobility
legal, comms, admin.
HSSEQ)
► Corporate governance
admin., communications
support, legal support
Legacy Chennai ► Finance ► Accounts receivable, E&C CEO,
FW purchase invoices, through
► IT
expenses management Global
► First line support, user HVEC
account admin.,
application development,
infrastructure support,
email support, database
management
*The proposal to establish a shared service centre for transactional HR is currently at the
consultation stage and no final decisions have yet been made.

Document HRM-GDS-100001 Version 3 Page 75 of 105

Non-Integrated Consulting Business FOR INTERNAL USE ONLY.

Non-Integrated Consulting Business

Consulting Activities Countries operated in
business
Aquenta O&G, building, mining, transport, ► Australia
Consulting utilities integrated project services.

Rider Hunt O&G, energy, and process ► North America

International engineering project management
► UK
consultancy. Specialises in cost,
contracts and scheduling. ► South East Asia
S2V Consulting O&G technical and strategic advice. ► Australia
Specialises in field development ► Malaysia
planning, conceptual screening,
subsea and pipelines engineering, ► UK
etc.
Performance O&G design and production ► UK
Improvements optimization consultancy.
Limited
Ingen Upstream consultancy specialising ► UK
in oil & gas field development and ► UAE
project decision support including
conceptual development and field
development optimization for both
greenfield and brownfield assets
Service offering being: process
engineering, subsea and topsides
design, flow assurance, enhanced
oil and gas recovery, carbon
management and petroleum
engineering

Document HRM-GDS-100001 Version 3 Page 76 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

SBD and Function Charters

Document HRM-GDS-100001 Version 3 Page 77 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 78 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 79 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 80 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 81 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 82 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 83 of 105

 SBD and Function Charters FOR INTERNAL USE ONLY.

Legal

To be developed in November/December

Document HRM-GDS-100001 Version 3 Page 84 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 85 of 105

SBD and Function Charters FOR INTERNAL USE ONLY.

Document HRM-GDS-100001 Version 3 Page 86 of 105

 RAPID Definition FOR INTERNAL USE ONLY.

RAPID Definition
RAPIDs have been used throughout the Identify, Acquire, and Deliver processes to assign
decision rights for SBD, Legal, Commercial, PD, and Ops. The definition of each of the RAPID
roles is shown in Figure 28.
Figure 28 - RAPID roles within a decision process

Figure 29 provides more detail on how RAPID roles should be allocated.

Figure 29 - Guidance for assigning RAPID decision roles

Document HRM-GDS-100001 Version 3 Page 87 of 105

 RAPID Definition FOR INTERNAL USE ONLY.

These roles work together to execute processes in the most efficient way – Figure 30 is a
schematic of how these roles interact from process agreement to execution.
Figure 30 - Role interaction throughout decision process

Document HRM-GDS-100001 Version 3 Page 88 of 105

 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Detailed Decision Rights and description of process steps

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
IDENTIFY
Identify Leads (Opportunities in FW) based on customer plans and market / sector
intelligence
1 Identify Leads P P P P P P Regular key customer engagement
Regular engagement with business unit business development and operational /project
leads
Input of opportunity data in fields in sales database in line with sales database operating
Enter into Sales methodologies.
2 P
Database Establish sales database entry fields and rules (include leads/opportunities where Amec
Foster Wheeler capability does not exist).
Completion of opportunity assessment to assess positioning, capability, commercial
consideration and strategic alignment with reference to key relationship management
Assess/screen
3 R I D tools such as IFBP (not known in FW), SWOT analysis.
Leads
Identification of actions required to strengthen Amec Foster Wheeler position (including
partnering/ JV requirements, investment)
Win-plan:
4 Overall Win-Plan R I I D Undertake items 5-10 as appropriate to the lead.
preliminary
Complete Win-plan template - consider customer requirements and issues, Amec Foster
Win-plan:
Wheeler strengths (features benefits and proofs (features and proofs not known in FW))
5 Outline win R I I D
and weaknesses, steps to mitigate weaknesses, competitor strengths and weaknesses
strategy
and agent/partner requirements
Win-plan:
Complete go/get (not in FW sales database)
Assessment of
6 R I D Identify key proposal development requirements and estimate of cost/expenditure required
project return &
to deliver
proposal cost

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 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Win-plan: Exec. Give consideration to operating unit capability, cost and capacity
strategy, Determine most appropriate office/ business unit to lead the opportunity once determined
resource to pursue.
7 I I D
identification & Identify appropriate HVEC strategy
opportunity Identify key individuals to be considered to support the opportunity and develop the
assignment proposal as it progresses.
Determine partner requirements and methodology required to support delivery
(organisation / contracting model considerations)
Win-plan:
Give consideration to any JV requirements in line with delegation of Authority or
8 Partner & agent R D A I I
positioning requirements.
identification
Identification and due diligence of partners and agents in accordance with requirements
Address timing of engagement of any partners and agents (if required).
Determine which operating business/ office will coordinate all opportunity development
Win-plan: Exec
D (DoA)

D (DoA)

D (DoA)
activities
9 sponsor R I
Determine if an executive sponsor is required for the opportunity ( risk based / key
nomination
customer etc.)
Determine level of classification
Win-plan: DoA Determine which risk categorisation approach shall be utilised - traffic light or 5x5 matrix
R/D

10 I I A I
categorisation (not used by FW)
Complete Project Risk Categorisation Spreadsheet
Project Risk Categorisation covers: 1) required capabilities vs Amec Foster Wheeler
Win-plan:
experience, 2) Amec Foster Wheeler experience with the customer, 3) Amec Foster
R/D

11 Project risk I I I
Wheeler experience in the market/sector, 4) Security, Corruption & Political country risk,
categorisation
and 5) Split of resourcing (single office vs multi-office)
Review win-plan and make decision based on risk identification and mitigation
Pursue / Not
R (OU level)

I/D (DOA)

D (DoA)

D (DoA)

Confirm strategy to pursue/deliver where cross operating/business unit or HVEC

pursue
12 I I considerations apply
opportunity
Level of the organisation at which the decision is taken is determined by DOA and project
decision gate
risk categorisation
Update Sales Input of fields in line with database operating methodologies
13 P
Database Assign lead to applicable operating unit/ business unit

Document HRM-GDS-100001 Version 3 Page 90 of 105

 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
NBF process:
Classification of an opportunity using dimensions outlined by the Go/Get form and also the
14 Opportunity R/D I I I I
framework outlined by the win plan steps 5 – 10
classification
NBF process: A consolidated review of all of the work in-hand and anticipated work by the business.
Sales pipeline Work is assessed along the dimensions of volume, time scheduling and resource available
15 P I I I I
and backlog within the business. Once the inputs for the review have been collected, a decision is
review made as to whether the components of the win-plan for projects are valid
NBF process:
Business Units and Operating Units are provided with an overview of leads and their
Input to BU/OU
existing work to determine how potential project execution may fit with their existing project
operational plans
16 R I D delivery.
& Opportunity
The input is used to help identify shortfalls and busts in the Operating Unit and Business
Execution
Unit capacity
strategy
Review proposal requirements to identify the right resources in the most appropriate
I (Group/BU)

Identify Proposal locations.

17 Team and I R D Determine the most appropriate methodology to respond to the ITT or pre-qualification
timeline Give consideration to when the ITT may land and what existing activities may be affected
by engagement of key resources

Identify individuals who will deliver the scope once secured.

I (Group/BU)

Identify PM
Consider if customer prefers resource incentivise/penalties linked to nominated personnel
designate & key
18 I A R D once proposal is submitted
roles for potential
Gain initial support from business unit and where appropriate discuss interest/availability
execution team
with key individuals
D (DoA)

D (DoA)

D (DoA)

Win-plan: Undertake items 19-24 as appropriate to the opportunity / assumed ITT requirements.
19 R I I
updated win-plan Reconsider/ test customer information

Complete win-plan template - consider customer requirements and issues, Amec Foster
Win-plan:
D (DoA)

D (DoA)

D (DoA)

Wheeler strengths (features benefits and proofs (features and proofs not known in FW))
20 Outline win R I I
and weaknesses and weaknesses, steps to mitigate weaknesses and competitor strengths
strategy
and weaknesses, agent/partner requirement

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 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Win-plan:
Complete go/get (not in FW sales database)
Assessment of
21 R I D Identify key proposal development requirements and estimate of cost/expenditure required
project return &
to deliver
proposal cost
Win-plan:
Give consideration to operating unit capability, cost and capacity
Execution
Determine most appropriate office/ business unit to lead the opportunity once determine to
strategy,
pursue.
22 resource identifi- I I D
Identify appropriate HVEC strategy
cation &
Identify key individuals to be considered to support the opportunity and develop the
opportunity
proposal as it progresses.
assignment
Determine partner requirements and methodology required to support delivery
(organisation / contracting model considerations)
Win-plan:
Give consideration to any JV requirements in line with delegation of Authority or
23 Partner & agent R D A I I
positioning requirements.
identification
Identification and due diligence of partners and agents in accordance with requirements
Address timing of engagement of any partners and agents (if required).
Determine which operating business/ office will coordinate all opportunity development
Win-plan: Exec
D (DoA)

D (DoA)

D (DoA)

activities
24 sponsor R I
Determine if an executive sponsor is required for the opportunity ( risk based / key
nomination
customer etc.)
Determine level of classification
Win-plan: DoA Determine which risk categorisation approach shall be utilised - traffic light or 5x5 matrix
R/D

25 I A A I
categorisation (not used by FW)
complete Project Risk Categorisation Spreadsheet
Project Risk Categorisation covers: 1) required capabilities vs Amec Foster Wheeler
Win-plan:
experience, 2) Amec Foster Wheeler experience with the customer, 3) Amec Foster
R/D

26 Project risk I I I
Wheeler experience in the market/sector, 4) Security, Corruption & Political country risk,
categorisation
and 5) Split of resourcing (single office vs multi-office)
ACQUIRE
Acknowledgment Gain agreement from Head of BD that opportunity cannot be offered to another
27 I P
to customer operating/business unit

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 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Formal written confirmation to either accept the invitation or decline the invitation
Assign proposal number; establish any cost time resource codes to enable time booking.
Prepare ITT
28 summary (incl. I P I Summarise ITT requirements, prepare timetable and responsibility matrix for bid.
key risks)

D (DoA)

D (DoA)

D (DoA)
Win-plan: Update
Make required updates to ensure Win-plan reflects current status.
29 Win-plan based R I I
Update customer plan to reflect current customer position/ information.
on ITT

Determine level of classification

Win-plan: DoA Determine which risk categorisation approach shall be utilised - traffic light or 5x5 matrix
R/D

30 I A A I
categorisation (not used by FW)
Complete Project Risk Categorisation Spreadsheet
Project Risk Categorisation covers: 1) required capabilities vs Amec Foster Wheeler
Win-plan:
experience, 2) Amec Foster Wheeler experience with the customer, 3) Amec Foster
R/D

31 Project risk I I I
Wheeler experience in the market/sector, 4) Security, Corruption & Political country risk,
categorisation
and 5) Split of resourcing (single office vs multi-office)
Complete Win-plan template - consider customer requirements and issues, Amec Foster
D (DoA)

D (DoA)

D (DoA)

Win-plan:
Wheeler strengths (features benefits and proofs (features and proofs not known in FW))
32 Outline win R I I
and weaknesses, steps to mitigate weaknesses and competitor strengths and
strategy
weaknesses, agent/partner requirement
Win-plan:
Complete go/get (not in FW sales database)
Assessment of
33 R I D Identify key proposal development requirements and estimate of cost/expenditure required
project return &
to deliver
proposal cost
Win-plan:
Give consideration to operating unit capability, cost and capacity
Execution
Determine most appropriate office/ business unit to lead the opportunity once determine to
strategy,
pursue.
34 resource I R D
Identify appropriate HVEC strategy
identification &
Identify key individuals to be considered to support the opportunity and develop the
opportunity
proposal as it progresses.
assignment

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 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Determine partner requirements and methodology required to support delivery
(organisation / contracting model considerations)
Win-plan:
Give consideration to any JV requirements in line with delegation of Authority or
35 Partner & agent R D A I I
positioning requirements.
identification
Identification and due diligence of partners and agents in accordance with requirements
Address timing of engagement of any partners and agents (if required).
Update win-

D (DoA)

D (DoA)

D (DoA)
plan: JV Confirm JV requirements in line with delegation of Authority or positioning requirements
36 R I I
structure & Complete due diligence on proposed JV partner
approach
Determine which operating business/ office will coordinate all opportunity development
Win-plan: Exec

D (DoA)

D (DoA)

D (DoA)
activities
37 sponsor R I
Determine if an executive sponsor is required for the opportunity ( risk based / key
nomination
R/D (DoA) customer etc.)

R/D (DoA)

R/D (DoA)
Review completed approval to prepare form.
Bid / No bid
38 A A I R Make decision and recommendations for implementation in line with delegation of
decision gate
authority.

Engagement with customer to keep them informed of how Amec Foster Wheeler will
respond.
39 Customer debrief P I Gain agreement from head of BD that proposal cannot be developed by another
operating/business unit
Formal written confirmation to confirm where we have decided to decline the invitation
D (DOA)

D (DOA)

D (DOA)

Proposal
40 I R I Undertake items 38-65 as appropriate to address the ITT requirements.
development

Proposal Determine the appropriate communication methodology for engagement in line with
Development: customer requirements.
41 P
Initial customer Commence the request for information/ clarifications process.
discussions Identify any immediate clarifications and engage with customer as appropriate.

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 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Proposal
Development: Undertake preliminary review of project/contractual requirements and develop a
42 Detailed project I I I R D compliance matrix.
scope and Determine how compliance with contract requirements will be achieved.
requirements
Proposal
Development: Finalise execution strategy with respect to operating unit current capability, cost and
Detailed project capacity and utilisation of HVEC.
43 I I A R D
execution Finalise location/s for project delivery
strategy & Finalise key project delivery team and individuals key to develop the proposal.
resource plan
Determine if any new partners or agents have been identified during initial contract
Proposal
requirements review
Development:
Review due diligence on proposed partners or agents
44 Appointment of I R/D A I I I I
Complete relevant commercial and legal activities to approve and appoint partners and
partners &
agents
agents
Engage with partners and agents as necessary.
Proposal
Development: Confirm level of classification against contractual/ scope requirements
45 Identification of R I A D Reassess identified risk approach and identified mitigation/enhancement strategies
project risks & Update Project Risk Categorisation Spreadsheet as appropriate
mitigation plan
Proposal Review of draft terms and conditions as appropriate by Legal Counsel in parallel with
46 Development: R D commercial review
Legal review Provision of advice on contractual qualifications required and other areas as appropriate.
Proposal A review of the proposed contract is undertaken against Contracting Principles.
Development: Contractual qualifications and/or requests for approval under Contracting Principles are
D (DOA)

D (DOA)

D (DOA)

Commercial and prepared

47 R I
contractual A review of the proposed Remuneration section of the contract is undertaken and
qualifications / qualifications / clarifications are prepared in order to align the Remuneration section with
review our pricing approach

Document HRM-GDS-100001 Version 3 Page 95 of 105

 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Proposal
Complete the Bond Request Form within the Metastorm system (not known in FW)

A (Finance)
Development:
Review of terms and conditions of Bonds and Guarantees by Legal as required

R/D
48 Bonds, I I
Complete the Ultimate Holding / Parent Company Guarantee Request Form within the
guarantees and
Metastorm system (not known in FW).
Insurances
Determine most appropriate JV structure with input from Legal
Proposal
Input project specific joint venture information in the Metastorm tender review system (not
Development:
49 I R I D known by FW)
JV approach &
Tender Review Committee (“TRC”) (not known by FW) review and approve all joint
structure
ventures outside Business unit Delegated Authority.
Proposal
Development:
Develop Shareholders Agreement (for incorporated JVs) or Joint Venture Agreement (for
50 JV Legal I R D
unincorporated JVs) as appropriate
structure and
agreements

I (Supply chain)
Proposal
Identify and specify required critical equipment (including long-lead and equipment
Development:
ordered by customer / other contracting parties)
51 Critical R I D
Develop and issue enquiries to equipment providers to determine availability, price,
equipment
compliance with terms and conditions and feasibility
enquiries
I (Supply chain)

Proposal Identify and specify required services for project execution. Develop and issue enquiries to
Development: all identified sub-contractors to determine availability, price, compliance with terms and
52 R I I D
Sub-contract conditions and feasibility with input from Legal on flow down of terms and conditions from
enquiries main contract as appropriate

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 Detailed Decision Rights and description of process steps FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU

I (Supply chain)
Proposal
Development: Development of prime cost estimate for project, including personnel costs, materials &

R/D
53 Produce cost I I I equipment, sub-contracts, plant & equipment and preliminaries. Benchmark against
estimate & previous projects as appropriate
benchmarking

I (External sources)
Proposal
Development: Develop assessment of project costs using external data and business development
R/D

54 I I
Market price expertise to triangulate internal cost estimate to compare to known market rates
benchmarking

Proposal Gather cost estimates, market price benchmarks and internal benchmarks to determine
Development: recommended price of project
55 A R D
Tender pricing Proposed tender price will take knowledge of customer context, strategic value of project
recommendation to Amec Foster Wheeler and market landscape into account
R (Independent technical reviewers)

Proposal
D (DOA)

D (DOA)

Development:
Independent third party may be contracted if needed to review proposed equipment supply
56 Technical I I
and operational performance of equipment
process risk
assessment

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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Proposal Develop project assurance plan incorporating identified risk categorisation.
57 Development: I I A R D Identify time table for key assurance activities (project start-up review etc.)
Assurance plan Identify key individuals to support early assurance activities.
Proposal
Development:

R/D (DoA)

R/D (DoA)

R/D (DoA)
Determine key individuals to be lead the opportunity and execute the proposal as it
Appointment of
58 I R progresses. Choice made from shortlist of individuals identified in the win-plan. Choice of
project sponsor,
manager and project sponsor and leadership includes evaluation of availability and must
leadership &
be in line with the relevant contracting requirements (e.g. resource LD clauses)
team

I (Finance, HR, Global Mobility)

Proposal
D (DOA)

D (DOA)

D (DOA)
Development: Work with relevant AMEC functions in order to determine optimum contracting structure,
59 Contracting R including tax position, licensing, employment of personnel, work permits and all other
structure (incl. relevant considerations.
tax plan)

Proposal
Development: Comparison of cash inflows and outflows over the life of the project in order to determine
60 I R D
Cash-flow cash flow profile and working capital requirements / finance charges
analysis
Proposal
Review the proposal execution strategy and plan to confirm compliance with the project
Review: Project
risk categorisation and mitigation
Execution and
Ensure that execution complies with the contractual requirements outlined in the tender
Assurance
61 I I R D documentation
Review (Incl.
Ensure that project execution plan can be delivered using the existing capabilities and
Equipment and
resource of Amec Foster Wheeler and any partners
Sub-contract
Review due diligence on potential sub-contractors
selection review)

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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Proposal Hold risk review meeting in relation to the tender in order to identify threats and
62 Review: Project R I A D opportunities, mitigation strategies and action plans. Risk register to be an output from the
Risk Review risk review meeting.
Proposal
Review:
Commercial / Undertake review of pricing and all commercial and contractual aspects of tender prior to
63 R A I D
Contractual CRB review
Review (inc.
pricing)
Proposal
Review:
Confirm that proposal matches or exceeds the customer expectations as outlined in the
Customer Value
R/D

64 I I tender document and maximises Amec Foster Wheeler differentiators as identified in the
drivers / Amec
Win-plan
Foster Wheeler
differentiators
Proposal
To the extent not included in 61 above, undertake peer review of estimate (specifically for
65 Review: Cost R A D
lump sum or target cost tenders)
estimate review
Red Team Confirm requirements for red team (not known in FW) membership, timing and schedule.
R/D

66 I
review required? Prepare appropriate documentation.
D (DOA)

D (DOA)

D (DOA)

Review appropriate tender documentation

Proposal Red
67 R I I I Interview key personnel as required.
Team Review
Make recommendations to enhance the proposal

Review and discuss red team (not known in FW) review output/findings.
68 Finalise proposal P I D
Update and incorporate comments as applicable.
R (Group)

I (Group)

D (DOA)

D (DOA)

D (DOA)

Permission to Review completed approval to submit form.

69 submit proposal A I Make decision and recommendations for implementation in line with delegation of
decision gate authority.

Same as Proposal Development and Review findings and recommendations from Commercial Review Board (not known in
70 Rework proposal
review (#s 38-57) FW)/Tender Reviews Committee (not know in FW) and update/incorporate as appropriate.
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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Hold regular progressive learning workshops at key milestones, activities and as defined
Capture & share within the execution plan

R/D
71 I I I I I I I
learning Capture key learning and communicate across different project scopes
Issue communication alerts as appropriate.
Engagement with customer to keep them informed of how Amec Foster Wheeler will
respond.
72 Customer debrief P I Gain agreement from head of BD that proposal cannot be developed by another
operating/business unit
Formal written confirmation to confirm where we have decided to decline the invitation
Ensure proposal submission meets all of the requisite requirements (number of copies,
73 Submit Proposal I P format (electronic), delivery address.
Ensure confirmation of delivery (recorded delivery, hand delivery, courier receipt, email)

D (DOA) Proactively respond to customer clarification requests.

74 Clarification A R A
Log and ensure effective answer delivered to time schedule.

Identify negotiation position

D (DOA)

D (DOA)

D (DOA)
Identify key individuals to support negotiation
R/P
A/P

75 Negotiation A Establish communication mechanism/ engagement rules

Record negotiation progress and decisions
Communicate back to proposals team / business unit and operating unit as appropriate.
Engagement with customer to keep them informed of how Amec Foster Wheeler will
respond.
76 Customer debrief P Gain agreement from head of BD that proposal cannot be developed by another
operating/business unit
Formal written confirmation to confirm where we have decided to decline the invitation
Hold regular progressive learning workshops at key milestones, activities and as defined
Capture & share within the execution plan
R/D

77 I I I
learning Capture key learning and communicate across different project scopes
Issue communication alerts as appropriate.
Update Sales Input of fields in line with database operating methodologies
78 P
Database Assign lead to applicable operating unit/ business unit

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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
D (DOA)

D (DOA)

D (DOA)
Check that contract received for signature incorporates all amendments agreed during
Pre-signature
79 R A negotiation and that all approvals required are in place
Review
Identify authorised signatories and address availability

Finalise contract signatures

80 Sign contract I P P P P
Confirm photographer and communications input as appropriate
Update Sales Input of fields in line with database operating methodologies
81 Database and P Ensure database reflects the as sold and as contracted data for hours, profit, revenues
backlog etc.
Undertake progressive learning review
R/D

82 Capture learning I I incorporate learnings in procedures/methodology as appropriate.

Update customer plan and Win-plan with relevant information/ learnings and insights
Prepare pre-award to ensure prompt approval by customer for concurrent issue with
contract signature.
Notification of
83 P Prepare internal documentation in order to communicate to project team that contract has
contract award
been awarded and that mobilisation can formally begin.
Gain customer approval where required
R (Comms) Prepare pre-award to ensure prompt approval by customer for concurrent issue with
contract signature.
D (DOA)

D (DOA)

D (DOA)

Press release Prepare press release for Amec Foster Wheeler website, and external media.
84
(Comms) Prepare announcement for Amec Foster Wheeler Net, and internal media.
Gain customer approval where required
Issue releases as identified.
Complete in line with Amec Foster Wheeler Project profile template.
85 Project profile R D
Formally publish in marketing materials within Amec Foster Wheeler Net.
DELIVER
Open / issue project work order number
Mobilisation of Project Manager to complete Project Mobilisation Checklist (Engineering and Procurement
86 R D
team Stage) as a basis for setting up the project.(not used in FW)
Check progress in project status reviews based on project mobilisation checklist

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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Project Management team review issues and confirm alignment on project execution
requirements.
Project Manager to ensure that the project external kick-off meeting occurs no later than
87 Kick-off meeting I R D
thirty (30) calendar days from Notice of Award and/or Notice to Proceed and that any
particular areas of risk are addressed, mitigation measures explained and requirements for
issue of notices are communicated and understood
Before kick off meeting
Project Proposal Manager finalises project handover package and issues it to the Project
Management Team.
Proposal Hold handover meeting between Proposal Team and the Project Team and a formal
88 I P
handover commercial handover where required
Project Manager confirms project execution category and issues necessary approved
project documentation to communicate the requirements for project set-up, cost codes,
and the financial reporting structure to the Finance Group
Select the appropriate PMP volumes by evaluating such factors as the project size, risk
rating, and complexity which adequately define and manage the project execution and the
Project execution associated risk of the project.
89 R D
plan As a minimum, every new project, where Amec Foster Wheeler’s contract revenue is
expected to exceed £2,500,000 (or local currency equivalent) requires the completion of a
Project Commercial Plan.
Define a set of robust project objectives which take account of the requirements of each of
the stakeholders, issues identified during the risk categorisation process or during an
Project delivery
90 I I R D assurance workshop or through the formal risk analysis.
objectives
Define project objective performance measures which provide a means of measuring
progress.

The business shall determine for Category 2 or 3 projects the additional elements of
assurance including sponsorship and peer reviews as appropriate and commensurate with
Project
91 A R D identified risks
Assurance plan
where appropriate an assurance workshop shall be held to identify key delivery risks and
develop an appropriate assurance plan to mitigate these risks.

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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Execute delivery in accordance with execution plan(s)
Execute (scope Monitor performance through structured reviews, audits and interventions
92 I I I P P
dependent) Communicate successes at regular intervals
Ongoing customer engagement and satisfaction surveys
Project personnel (Commercial or otherwise) shall ensure that Variations/Change Orders
(Need to define difference between variations and change orders) and Contract
Amendments are prepared, issued, administered and recorded in accordance with the
Major contract Same as Proposal Development and applicable terms of the Contract.
93
variations review (#s 38-57) Registers detailing the status of agreed, un-agreed and pending changes are an important
constituent of contract administration and record keeping for projects.
The project status for variations/change orders and contract amendments are a required
input to the CVR/ELF.
Develop close out report and formally issue.
Project close-out
94 I R D Summarise key project outcomes successes and issues
report
Update project profile to reflect completed status
Contract
Obtain completion certificate in accordance with the terms of the contract (the effect of a
95 completion P P
completion certificate will vary from contract to contract)
certificate
Formalise archiving in line with contractual requirements, including timescales for review
Completion of
96 I P P and release
archiving
Address retention and preservation of documents in the event of disputes or claims.
Undertake progressive learning throughout project execution phase.
Capture lessons
97 I I I R D Review learning and assign relevant functional ownership to incorporate as required into
learnt
relevant operational procedures, instructions and forms.
Implement structured demobilisation of personnel in accordance with plan
98 Demobilise team P P redeployment of personnel within organisation
identification of any carry over activities
Capture
Update corporate benchmarking data
99 benchmarking P P
Update key corporate delivery norms
data
Customer close Formal sign-off and acknowledgement from customer that project has been deliver under
100 P I I
out the terms and conditions required by the contract

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Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
Check that all requisite deliverables, activities, guarantees and warranties have been
Final account honoured.
101 P I
closure Close out Cost, time resource booking codes
Gain customer acceptance of close out.
Structured agenda to check progress, delivery issues, requests for support/intervention.
Monthly /

(DoA)
(DoA)

(DoA)
To assure OU Presidents and BU leads as appropriate that project is meeting its customer

R/D

R/D

R/D
102 quarterly project I I I I R
commitments and expected contributions to Amec Foster Wheeler (cash flow, etc.)
reviews
Seek early involvement of Legal in the event of disputes arising.
Execution Ensure execution reviews are compliant with Amec Foster Wheeler internal project review
103 I I R D
integrity Reviews principles, processes, reporting & standards
Develop peer review terms of reference
Assign peer team and finalise arrangements and attendance
R/D

104 Peer Reviews I I I

Issue formal peer review report
Input actions into action tracker
Nominated project sponsor to establish a Project Sponsors Plan and prepare Project
Sponsors Review Summary
Provide “wise counsel”/being a mentor/supporter to the Project Manager & Project Team
Provide independent assurance to the business and functional management as part of a
Project Assurance Plan
Project
105 I R D Maintain customer relationships at a higher level in the customer organisation
sponsorship
Act as the Project Advocate/Champion and provide an insight from a different knowledge
base or perspective and can also challenge the ongoing execution of the project to its
benefit whilst maintaining broad relationships.
Meet with Project Manager and the Project team on a regular basis and document all
agreed findings and actions in a Project Sponsors review summary.
Project Determine terms of reference ,Assign review team and confirm timings and participation
106 conformance I I R D Prepare report/findings
audits Update actions into action tracker as appropriate
Review project learning
Functional Incorporate into corporate procedures, Instructions and Forms and formally update as
R/D

107 I I I
shared learning necessary
Communicate "just in time" learning across other projects/scopes

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 FOR INTERNAL USE ONLY.

Ops Mgmt

Commercial

Other
Legal
S/BD

Ops
PD
Description

Group
OU

BU
The project team shall prepare the internal financial/commercial report. This can be
Cost / value otherwise known as the Cost & Value Report (CVR) or End Life Forecast (ELF).

R/D
108 income I I I I I The CVR/ELF should be completed using a standardised format, in compliance with Amec
recognition Foster Wheeler End Life Forecast Preparation and Contract Profit (Loss) Recognition &
Bad Debt procedures.
Delivery vs. Win- Check that key themes from Win-plan and proposal have been delivered.
109 I I
R/
D
plan review Update customer plan to reflect any new information / feedback.
Undertake customer satisfaction surveys in line with agreed customer satisfaction plan.
Customer
Record findings and communicate back to relevant personnel.
R/D

110 satisfaction I I
Engage with customer to discuss specific feedback in more detail to ensure
surveys
understanding.
Check all requisite deliverables, activities, guarantees & warranties have been honoured.
Close out / no
R/D

111 I I I I I Close out Cost, time resource booking codes

close-out
Gain customer acceptance of close out.

Document HRM-GDS-100001 Version 3 Page 105 of 105