The decision comes just days before a proposed discounted takeover of the London listed engineering and consulting firm is expected to be completed.
Following a nine month investigation, which built on an earlier independent review commissioned by the company’s board, the regulator found that Wood’s financial judgments were influenced by a desire to maintain previously reported results.
The FCA concluded that the company lacked adequate systems, controls, and procedures to prevent inaccurate reporting. As a result, Wood issued misleading financial statements in its full year results for 2022 and 2023, as well as its half year results for 2024.
The regulator also found that the company failed to take reasonable care to ensure its announcements were not false or misleading.
Wood first disclosed accounting issues in late 2024, which triggered a sharp fall in its share price. Trading in the company’s shares was suspended in May 2025 before later being reinstated.
The company has confirmed that a £207 million takeover deal, priced at 30p per share and agreed with Sidara, is scheduled to complete next week.
The agreement followed earlier takeover approaches from Apollo Global Management and Sidara, which were later withdrawn.
FCA executive director of enforcement and market oversight Steve Smart said investors rely on accurate financial information when making decisions and added that Wood fell short of the standards expected of listed companies.
The regulator stated that the fine would have been £18.6 million, but it was reduced because the company accepted the findings and cooperated fully during the investigation.
In response, Wood said it worked closely with the FCA throughout the process and has implemented a remediation and governance action plan to address weaknesses identified in the regulator’s findings and the earlier independent review conducted by Deloitte.
The FCA report detailed serious weaknesses in Wood’s financial culture, particularly within its projects division, where accounting judgments were made under pressure to meet market expectations.
The regulator said internal controls were not robust enough to ensure compliance with accounting standards. This led to over optimistic revenue recognition, insufficient cost provisions, and limited transparency with auditors.
The investigation also highlighted failures in communication with external auditors and the company’s audit committee, contributing to inaccurate reporting across multiple financial periods.
The findings represent a significant regulatory intervention for the Aberdeen based company, which operates in more than 60 countries and employs tens of thousands of staff worldwide.
Following the accounting issues, the company has undergone board changes and leadership restructuring as it moves toward completing the takeover transaction.
