UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SD
Specialized Disclosure Report
AMEC FOSTER WHEELER
PLC
(formerly AMEC plc)
(Exact Name of Registrant as Specified in
Its Charter)
England and Wales
(State or other jurisdiction
of incorporation or organization)
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001-36723
(Commission
File Number)
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98-0397836
(IRS Employer
Identification No.)
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Old Change House, 128 Queen Victoria
Street, London EC4V 4BJ, United Kingdom
(Address of Principal Executive Offices)
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EC4V 4BJ
(Zip Code)
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Alison Yapp
General Counsel & Company Secretary
Amec Foster Wheeler plc, 4th Floor,
Old Change House, 128 Queen Victoria Street
London EC4V 4BJ, United Kingdom
Tel +44 (0) 20 7429 7500
(Name and telephone number, including area
code, of the person to contact in connection with this report)
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Check the appropriate box to indicate the rule pursuant to which
this form is being filed,
and provide the period to which the information in this form
applies:
x
Rule 13p-1
under the Securities Exchange Act (17 CFR 230.13p-1) for the reporting period
from January 1 to December 31, 2016.
Section 1 – Conflict Minerals Disclosure
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Item 1.01
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Conflict Minerals Disclosure and Report
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In order to comply with Section 13(p) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related regulations (collectively, the “Conflict
Minerals Rule”), Amec Foster Wheeler plc conducted a review of products that it manufactures or contracts to manufacture
to ascertain if such products contain conflict minerals that are necessary to the functionality or production of such products.
Except as the context otherwise requires, the terms “Amec Foster Wheeler”, “the Company”, “we”,
“us” and “our,” as used herein refer to Amec Foster Wheeler plc and its direct and indirect subsidiaries.
As defined in Form SD issued under the Exchange Act, Conflict Minerals currently consist of:
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columbite-tantalite (coltan) (including its derivative
tantalum);
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cassiterite (including its derivative tin);
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wolframite (including its derivative tungsten); and
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During this review, we ascertained that
certain of our products contain or may contain Conflict Minerals necessary to the functionality or production of those products.
Our Conflict Minerals Compliance
Program
We have established a project team to lead
our Conflict Minerals compliance program. This team, comprised of individuals from our legal, commercial, project delivery, supply
chain and compliance departments, provided Conflict Mineral Rule training internally to our management and engineering teams to
educate them on the rule. The project team worked with our commercial, supply chain, engineering and materials experts to conduct
extensive reviews of our standard purchasing requisition codes to identify materials we purchase which contain or may contain Conflict
Minerals which are used either to manufacture products in our own fabrication facilities, or which are used in products for which
we contract the manufacturing of (and in the latter case we identified those materials for which we possess a degree of influence
over the material specifications and manufacturing process). After identifying such materials, which we refer to as “in scope
materials”, our purchasing group identified all Company suppliers of such in scope materials. We then conducted a reasonable
country of origin inquiry, described below.
Based on the review described above, our
in scope materials included pressure parts, piping and ductwork used in the manufacture of steam generating equipment, environmental
equipment for cleaning flue gas, fired heaters and mine conveying and bulk material handling systems.
Our Supply Chain Code of Business Conduct,
which is included in purchase orders with suppliers, includes the following statement: “Supply chain companies must have
adequate policies and reliable systems to prevent the use of illegally or unethically sourced materials, in particular policies
and systems to procure tantalum, tin, tungsten and gold from sources that have been verified as conflict free, and provide supporting
data on its supply chain for those materials to Amec Foster Wheeler promptly when requested.”
Our Reasonable Country of Origin
Inquiry
Amec Foster Wheeler’s supply chain
is multi-tiered and we do not purchase Conflict Minerals directly from mines, smelters or refiners. Therefore, Amec Foster Wheeler
must rely on our suppliers to provide information on the origin of the Conflict Minerals in our in scope materials.
Our reasonable country of origin inquiry
consisted of the following steps:
1.
The project team created a conflict minerals supplier database for conflict mineral disclosure tracking purposes and suppliers
of in scope materials were entered into such database.
2.
Our purchasing group contacted our suppliers of in scope materials to inform them about the Conflict Minerals Rule, and
to ask each supplier to complete a standard conflict minerals reporting survey. Suppliers who had previously delivered a conflict
minerals reporting survey to us were asked to complete an annual update and re-certification if new materials were purchased from
the supplier in the current reporting year. The conflict minerals reporting survey requires suppliers to identify if the materials
which may contain Conflict Minerals originate from the Democratic Republic of the Congo, Zambia, Angola, Republic of the Congo,
Central African Republic, South Sudan, Uganda, Rwanda, Burundi or Tanzania (the “Covered Countries”) or come from a
recycler or scrap supplier. For materials that originate from the Covered Countries, suppliers must identify the smelter or refiner
that such supplier and/or its suppliers use to supply us with such materials. To the extent necessary, suppliers were required
to ask their suppliers of materials which may contain Conflict Minerals to complete a conflict minerals reporting survey, and so
forth along the supply chain until the smelters or refiners of any Conflict Minerals had been identified. In addition, suppliers
of in scope materials were asked to certify to us that statements of the supplier in the conflict minerals reporting survey were
true, complete and accurate in all respects.
3.
Our project team collected the supplier surveys, certifications and re-certifications and reviewed them to identify any
warning signs including incomplete or inconsistent reporting which required follow-up with the supplier.
4.
We recorded the supplier survey responses and certifications and re-certifications in our conflict minerals supplier database
and analyzed the results.
Results of Our Reasonable Country
of Origin Inquiry and Determination
From the 31 suppliers of in scope materials,
to date we have received 100% responses which are detailed below:
Response
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Number of Responses
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Supplier did not supply materials to us in 2016 or materials supplied to us in 2016 did not contain Conflict Minerals
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25
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Materials supplied to us in 2016 contained Conflict Minerals which originated from outside the Covered Countries or from recycled or scrap suppliers
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6
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Supplier is continuing to conduct due diligence of their supply chain for materials containing Conflict Minerals but supplier has no reason to believe the materials supplied to us in 2016 contained Conflict Minerals which originated from the Covered Countries
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0
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Materials supplied to us in 2016 contained Conflict Minerals which originated from the Covered Countries
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0
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Based on these results, we have determined
that the in scope materials and therefore our products containing those materials for the 2016 reporting period were all within
one of the following three categories:
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(i)
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the necessary Conflict Minerals in our products did not originate in the Covered Countries;
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(ii)
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the necessary Conflict Minerals in our products came from scrap or recycled sources; or
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(iii)
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we have no reason to believe that the necessary Conflict Minerals in our products may have originated
in the Covered Countries or may not have come from recycled or scrap sources.
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We have therefore concluded that we are
not required to conduct further due diligence on the supply chain or submit a Conflict Minerals Report with this disclosure.
Ongoing Activities
As part of our global Ethics & Compliance
programme we monitor ongoing developments in respect of conflict minerals regimes, including the developing EU legislation around
conflict minerals and the OECD Guidelines for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas
we plan to update the conflict minerals supplier database on an ongoing basis to capture any new in scope materials and suppliers.
We intend to continue our practice of seeking annual updates and re-certifications from the suppliers who responded to the surveys
we have distributed to date.
Furthermore, in accordance with Section
13(p) of the Exchange Act, as soon as reasonably practicable after we file this Form SD with the Securities and Exchange Commission,
this report will be available at the Investor Relations section of our website, www.amecfw.com.
Not required.
Section 2 – Exhibits
Not required.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
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AMEC FOSTER WHEELER PLC
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DATE:
May 17, 2017
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By:
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/s/ Alison Yapp
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Alison Yapp
General Counsel and Company Secretary
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