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Strategic reportGovernanceFinancial statementsLetter from the ChairDear ShareholderI am pleased to present the remunerationreport for the year ending 31 December2019, on behalf of the Board and as Chairof the Remuneration Committee. Thisincludes our proposed revised directors’remuneration policy, and its associatedfuture application, which we will beseeking your support for at the 2020Annual General Meeting. The purpose ofthis report is to set out the remunerationof executive directors demonstratingalignment to remunerationarrangements for the wider workforce,company culture and shareholder valuecreation through the delivery of the shortand long-term strategic objectives of theCompany.This year we engaged with shareholdersand proxy agencies and with ourremuneration consultants, Deloitte, toreview the existing policy and proposechanges where appropriate. We believeour revised policy is fit for purpose, thoughwe will continue to monitor the risk ofpeers in the US and Australia recruitingkey employees based on materially higheroverall remuneration packages, which arecharacteristic of these markets.Robin Watson and David Kemp continueto lead our team to deliver against a clearset of demanding financial and operationalobjectives, against a challenging macroenvironment and political uncertainty.The Board believes Wood is well placed todeliver longer term growth and value forour shareholders. The remuneration policyis designed to ensure fair and competitiveexecutive director remuneration, ensuringtheir contribution to Wood reflects ourvalues and culture, balancing long-termalignment with our shareholders’ interests.2019 contextIn 2019 the Committee has continued toenhance our engagement activities withthe wider workforce to ensure our peoplepolicies, practices and processes arefair, support diversity and inclusion andour approach remains considered andproactive. Details about our activitiescan be found within this report and welook forward to further engagement withour global workforce during 2020.The remuneration resolutions received82% of votes in favour at the AGMin May 2019. We believe these resultswere impacted by the proposal toincrease LTIP awards to the exceptionallevels of 250% for the Chief Executiveand 200% for the CFO. As a result offeedback from some shareholders andthe voting institutions, this proposalwas withdrawn, and participation levelsreverted to the previous levels.Due to the timing of the decision, severalshareholders were unable to changetheir voting decision but indicated duringengagement meetings that they wouldhave voted in favour had they been ableto do so. We were also appreciativethat ISS and Glass Lewis changed theirrecommendation from “against” to “for”.Proposed changes to the policyThe Committee has continued to pay closeattention to the executive remunerationenvironment including the impact of thechanges to the corporate governancecode ensuring we continue to makeremuneration decisions that reflect theneeds of the business and which remain inline with the Remuneration Committee’skey principles outlined in page 72. As we stated in the 2018 Directors’Remuneration Report, the maximumpension opportunity for any newexecutive director will be aligned tothe levels for the wider workforce intheir country of employment. Existingexecutive directors will continue toparticipate at a maximum of 15% ofsalary under their current arrangements.From 1 January 2022 the maximumcompany pension contributions for allexecutive directors will reduce to therate in place for the wider workforce inthe country in which they are employed,currently 9% in the UK.Policy reviewIn 2019 we undertook a full review ofthe remuneration arrangements forexecutive directors in preparation forour third shareholder vote on policy atthe 2020 AGM. We have been cognisantof the political environment includingthe enhanced requirements of theCorporate Governance Code and thoseof the voting institutions. We proactivelyengaged with our key investors at theearly stages of our review, meeting withshareholders representing circa 34% ofthe shareholder base in the summer of2019, to consider how we enhance ourremuneration arrangements to furtheralign to their interests.We were particularly interested ingathering views on alternative proposalsfor long term incentivisation and whetherto continue with the existing LTIP modelor introduce restricted stock only, or acombination of both. Having listened tothe feedback, we have decided to retainthe LTIP model, ensuring performancemeasures remain stretching and withinmanagement control.We continue to be mindful of ourresponsibility for fair and transparentspend on reward, putting thewellbeing of our people at the heart ofdelivering our strategic objectives, andensuring that our executive directors’remuneration is aligned with the widerworkforce in the country where they arebased. In the global market in whichWood operates, the Committee isaware of the remuneration challengesand imbalances, particularly betweenthe United Kingdom, which has greatercorporate governance requirements,and the USA, which typically offerssignificantly greater variable rewardopportunities, including substantialrestricted stock awards. This is a concernas 50% of Wood’s revenues are in theAmericas and we see the USA as a majorsource of executive talent – both in termsof attraction and potential loss.We believe the proposed policy changesare well aligned with feedback receivedas part of our shareholder engagement.They also meet the Committee’sremuneration principles whilst offering adegree of flexibility to adapt to changingbusiness needs and performance: The shareholding requirement for theChief Executive will be increased to250% of base salary, from 200%; therequirement for the other executivedirectors will be increased to 200% ofbase salary, from 100%. We are introducing a post cessationshareholding requirement with 100%of shareholding requirements to beheld for one year following cessationof employment, reducing to 50% inthe second year following cessation ofemployment. This requirement will applyto shares received from share awardsgranted from 2020 onwards. We are enhancing and simplifying thedefinition of shareholding. Executivedirectors are required to hold shares inJohn Wood Group PLC, with the value ofthose shares expressed as a percentageof salary. The holding will be built upfrom after-tax share awards which arenot subject to any further performanceconditions and those matched via theemployee share plan, if applicable. Untilshareholding requirements are satisfied,executive directors are not generallypermitted to sell any shares in theCompany unless to cover tax. Life assurance will be provided to theChief Executive at the rate of four timesannual base salary, in line with that ofthe wider workforce. Previously it wasprovided up to the greater of 2,500,000or four times annual base salary. We have removed the Committee’sdiscretion to award up to 250% of basesalary in exceptional circumstancesbut retain the LTIP as a key long-termincentive with maximum opportunity at200% of base salary. We have maintained the discretion toreduce or cancel awards, in line withmalus and clawback provisions and theability to adjust performance targets,if more appropriate and they are notmaterially easier to satisfy.John Wood Group PLC Annual Report and Accounts 201975

Governance RemunerationShareholding requirementsDuring investor engagement,shareholding achievement was discussedand it was highlighted that neitherexecutive director has reached hisrequired shareholding in John WoodGroup PLC, reflecting their short term ofoffice and that for a number of years theLTIP has resulted in minimal awards; weexpect this to improve over the next fewyears with better company performance.It is important to note that Robin Watsonhas proactively been working towardsachieving his shareholding requirementsand has paid over 540,000 from his owncash resources to meet the tax liabilityon vesting shares, although the Policydoes allow him to sell shares to meetsuch liability (in line with typical marketpractice). In addition, both executivedirectors have elected to purchaseshares via the Employee Share Plan(ESP), with both contributing 10% oftheir gross salary which is deducted fromtheir monthly salary; Robin Watson hasinvested more than 132,000 and DavidKemp more than 76,000. This clearlydemonstrates their commitment tomaterially investing in the Company andaligning their interests with those of ourshareholders.Remuneration and performanceoutcomes for 20192019 proved to be another challengingyear due to market conditions, inaddition to wider political and economicuncertainty. Against this backdrop,Wood delivered growth in 2019 andfinancial performance was in line withexpectations.Annual bonus planAs in previous years, the Committeeconsiders the overall performance ofthe business as well as the individualperformance of the executive directors.Bonus measures were split betweenfinancial, HSSEA and non-financialmeasures with a balance of 60%,10% and 30% respectively; full detailof the targets and outcomes can befound on page 88 of the report. Insummary, annual bonuses of 66.9% ofmaximum were achieved but on broaderconsideration of the overall shareholderexperience and the decline in the shareprice during the year, the RemunerationCommittee took the decision to reducethe final outcome to 62% of maximum.LTIPPerformance measures for LTIPperformance period 2017-2019 werebased on relative Total ShareholderReturn (TSR) and Earnings Per Share(EPS) weighted 50% for each measure.76The EPS target was set at 44.8 cents atthreshold and 74.8 cents at maximum;EPS achievement of 29.3 cents anddid not meet threshold performance,resulting in zero award for this measure.The TSR performance was below 50thpercentile resulting in zero award for thismeasure. Therefore, no award has beenrealised for the executive directors forthe second year running. The fact that noLTIP will vest again in 2019 is extremelydisappointing to the Committee, despitethe positive strategic and operationalprogress achieved. With the benefit ofhindsight, the Committee now realisesthat it underestimated the depth andlength of the oil and gas downturn andset overly optimistic EPS targets backin 2017. Setting 3 year targets in volatilemarkets is an ongoing challenge.Proposed policy application for 2020The following section details the changesthat we plan to make in implementingthe proposed new policy in 2020.Base salary – in January 2019 weincreased salaries in line with ourprevious communications to you in 2017and 2018. In addition we determinedto apply a further 2.4%, which was thestandard UK cost of living increase beinggiven to our wider workforce in theUK in 2019; this would have increasedRobin Watson’s salary from 690,000to 768,000 and David Kemp’s from 450,000 to 486,400. However bothexecutive directors decided to defer the2.4% increase until 2020, so their salarieswere increased to 750,000 for RobinWatson and 475,000 for David Kemp in2019. This was supported by shareholdersthrough the remuneration vote at the2019 AGM.The cost of living increase applied to ourwider workforce in the UK for 2020 is2.5% and the Committee has appliedthis to the base salaries of the executivedirectors in order to keep them at paritywith the cost of living over the past12 months. As a result, and includingthe increase deferred from 2019, RobinWatson’s salary will increase to 787,200and David Kemp’s to 498,560.Annual Bonus Plan –The maximum bonusopportunity for the Chief Executive willremain at 175% of base salary, and 150%of base salary for the CFO, less than thePolicy maximum of 200% of base salary.Full details of the corporate and personalobjectives, which account for 30% of theannual bonus opportunity, are containedon page 99. The other performancemeasures will be a measure of profit,accounting for 30% of the annual bonusopportunity; cash generation, alsoaccounting for 30%; and HSSEA at 10%.John Wood Group PLC Annual Report and Accounts 2019Long Term Plan – we will continue toanchor participation levels on 200% ofsalary for the Chief Executive and 175%for the CFO. However, having carefullyconsidered the material reduction in theshare price during 2019 and feedbackreceived, the Committee has determinedto apply one-off discretion and reduce theparticipation levels for 2020 by 15%; thisresults in a participation level of 170% ofsalary for the Chief Executive and 149%for the CFO. We will monitor share priceperformance during 2020 with a view toreinstating the previous participation levelsof 200% and 175% of salary respectivelyin 2021.As in previous years, and detailed in theproposed revised policy, these awards arenot released until five years from grantin line with our focus on creating longterm value for shareholders by linking asignificant portion of executive directors’remuneration to long-term performance.For the performance period commencing2020 we will retain the same threeperformance measures as 2019, RelativeTSR, Gross Margin Improvement andOverhead Percentage Improvement,which are well aligned to our strategy andshareholders’ interests. The detail andthreshold and maximum targets can befound on page 99.I trust that in the report for 2019 wehave clearly explained our applicationand intentions regarding futureimplementation of the directors’remuneration policy. I will step downfrom the Remuneration CommitteeChair position following the AGM. JacquiFerguson will take on the Chair positionthereafter and I wish her all the very bestin her new role. I would like to thank allthose who have been involved in theremuneration process over the years fortheir dedicated help and support.These have been challenging times insetting executive remuneration. We wantto ensure we motivate and retain theexecutive management at Wood, who webelieve are of the highest calibre, whilstrecognising a need for alignment withthe shareholder experience. Finding thatbalance has not always been easy as somuch has happened that has been beyondthe control of management. Nonethelesswe took the difficult decision to applydiscretion in bonus payouts and LTIP grantsthis year to reduce the executive directorpackages. We believe we have achievedthe right balance and look forward toyour support on the relevant resolution.Signed on behalf of the Board and asChair of the Remuneration Committee.Jeremy WilsonChair, Remuneration Committee

Strategic reportGovernanceFinancial statementsDirectors’ remuneration policy 2020In accordance with section 439A of the Companies Act, this policy will beproposed as a binding resolution for approval at the AGM in 2020. It isintended that this policy will take effect from the date of the AGM, subjectto shareholder approval. This policy will replace in full the policy set out in the2016 annual report which was approved by shareholders at the 2017 AGM.If approved, the Committee will put a revised policy to shareholders againno later than the AGM in 2023. If not approved, the Committee will presenta revised policy for a further shareholder vote within twelve months.IntroductionThe objective of the remuneration policyis to provide a remuneration and benefitspackage that promotes the long-termsuccess of the organisation and supportsthe strategy. It does this through abalance of fixed and variable pay, withthe intent of creating a competitive totalremuneration package which attractsand retains executives while creatingan appropriate alignment betweenincentivising executive performance andthe interests of stakeholders.Executive directors’ remuneration ismade up of fixed and variable rewardwith the following components: basesalary, benefits and pension, annualbonus plan (ABP), long term incentiveplan (LTIP) and employee share plan(ESP). The future policy table on page 79summarises the remuneration policy inrelation to these components.Full details of the application of thispolicy are contained in the annual reporton directors' remuneration and theillustrations of future policy applicationare updated annually in the scenariocharts on page 85.Scope of the RemunerationCommitteeWood’s Remuneration Committee hasoverall responsibility to the Board andother stakeholders to oversee and beresponsible for all aspects of remunerationand benefits for the executive directorsincluding the remuneration policy,ensuring appropriateness and governance.In addition, in line with the CorporateGovernance Code, the Committee is alsoaccountable for overseeing remunerationand benefits for members of the executiveleadership team and the companysecretary. The Committee achieves thisby ensuring alignment of compensationphilosophy, incentives and rewards withthe wider workforce and prevailingculture at Wood.Read the global reward policy whichapplies to all employees of Wood at:woodplc.com/rewardpolicyRead the RemunerationCommittee Charter at:woodplc.com/remcommitteeCommittee decision making processThe Committee is mindful ofshareholder expectations in respect ofexecutive pay and proactively carried outextensive engagement with shareholdersduring 2019, incorporating feedbackin the future policy proposals andapplication for 2020 and beyond. Wehave also been mindful to listen to theviews of the wider workforce throughour employee listening group network.In determining the remunerationpolicy, the Committee considered therelevant provisions of the UK CorporateGovernance Code and guidelinesproduced by relevant advisory bodiessuch as the Investment Association.The Committee also received inputfrom the Chair of the Board, the ChiefExecutive, Group CFO, ExecutivePresident of People & Organisation andthe Head of Compensation & Benefits,while ensuring that conflicts of interestwere suitably mitigated.The policy for executive directors is alsodesigned in line with the philosophy andprinciples that underpin remunerationthroughout the organisation, with thepolicy for executive directors and seniorleaders more heavily weighted towardsvariable pay than the wider workforceensuring longer term alignment withshareholders.The Committee will exercise discretionwhen determining the outcomes ofshort and long-term variable rewardin addition to the formulaic outcomesconsidering any market conditionsand relevant environmental, socialand governance (ESG) matters. Suchfactors may include (but are not limitedto); workplace fatalities and injuries,significant environmental incidents,large or serial fines or sanctions fromregulatory bodies and/or significantlegal judgements or

the Committee's response to substantive points raised will be included in the relevant section of the annual report on directors' remuneration. In addition, the Committee receives input on broader shareholder views through Remuneration Committee advisors. The Committee is thankful for the time and considerations conveyed by all of our