Making “True and Fair” work in today’s world

The starting point for these discussions was not risk in the traditional sense, but value.

When Jeremy Nicholls of Social Value International presented to the Forum, the focus was on how organisations understand and report social value – and how concepts such as true and fair might evolve to reflect broader impacts on people, the environment and society.

In parallel, these themes were explored further through ACCA’s Risk Culture podcast series, where in an episode with Jeremy we discussed the need to rethink how organisations define and communicate value in a world where financial performance alone is no longer sufficient.

What quickly became clear – both in the Forum sessions and in those wider conversations – was that social value cannot be considered in isolation. It is inextricably linked to risk. Decisions about sustainability, climate exposure, supply chains, technology and workforce all carry implications not only for long-term value creation, but for organisational resilience and viability. In other words, the conversation about social value naturally became a conversation about systemic risk and interconnected reality. 

As one Forum member emphasised during the discussions, the challenge is not that organisations lack frameworks, but that:

“We’ve built them in layers – financial, sustainability, risk – but we haven’t fully brought them together.”

It is here that the relevance of true and fair becomes more apparent. If organisations are increasingly operating at the intersection of economic, environmental and social forces, then reporting must reflect that intersection and not just in narrative, but in substance.

As Professor Mervyn King from South Africa, who has been a char, director and chief executive of several companies, has long argued: 

“Business operates at the junction of the economy, society and the environment and reporting must reflect that reality.”

Yet, despite progress in sustainability reporting and the emergence of new standards, there remains a tendency to treat these dimensions separately as additional disclosures rather than integral components of performance.

Jeremy’s challenge, both in the Forum and podcast discussion, was not to add more reporting, but to rethink its purpose.

As he highlighted, the concept of value itself is evolving – and with it, the expectations placed on organisations to explain not only what they achieve, but how they achieve it, and at what cost to society and the environment. 

So, the question is no longer simply: what should we disclose? It is whether what we disclose reflects how value is actually created and how risk is actually experienced.” 

Where risk, value and reality converge

One of the most consistent themes across the discussions was convergence. As Shahid Qureshi, who sits on boards in both public and private sectors in Canada, noted:

“Risk has always been about people, processes and technology, but what’s changed is the speed and the interconnection. It’s faster, deeper and harder to fix.”

Milena Olszewska-Miszuris, member of the Supervisory Board at NWAI DM in Poland and Chair of Audit Committee for Rex Concepts CEE, also highlighted how this plays out at board level: 

“When we discuss cyber, we are also discussing operational resilience, regulatory exposure and financial continuity. It’s all one conversation, but reporting still separates it.”

And yet, reporting financial, sustainability, and risk often remains fragmented. Merina Abu Tahir, an independent non-executive director from Malaysia, captured this bluntly:

“The integrated report is not integrated. It’s all scattered trying to tell the same story.”

This is as much a governance issue as a reporting one. If the business operates as an interconnected system, but reporting reflects it in silos, then by definition something is lost. As Professor King put it: 

“If financial and sustainability reporting are done in separate silos, the result is divorced from reality because operationally, these things are integrated.”

If fragmentation is one part of the challenge, volume is another and, in many ways, the two reinforce each other.

Boards today are rarely short of information. Risk reports are detailed, dashboards are comprehensive and disclosures continue to expand in response to evolving regulatory and stakeholder expectations. On the surface, this can create a sense of confidence – even assurance – that risks are being identified, captured and managed.

But as several Forum members reflected, this sense of completeness can be misleading.

Jane Walde, who has worked in risk director roles across sectors in the UK, including mining, explained this in practical terms: 

“We produce comprehensive risk registers and reports, but when the crisis hits, we are still surprised.”

In our Forum discussions with Jeremy, we concluded that it’s rarely that the risks aren’t known. It’s that they aren’t always understood in context. Risk registers, by their nature, tend to catalogue and categorise. They provide structure, but not always connection. In a world where risks are increasingly interdependent, that distinction matters. 

Asim Ali Abid, a senior audit specialist from the UAE, pointed to a related challenge – not just about information but also engagement:

“Are boards asking the right questions? And if they’re not sure, do they feel able to ask them?” 

This goes beyond reporting design. Even where information is available, it may not be interrogated in a way that brings out its full meaning. Therefore, the issue is not simply what is presented but how it is used.

Organisations now operate in an environment where the volume of available data has expanded significantly. Signals exist across systems, functions and external sources – far beyond what is formally reported. The reality, as Bailey observed, is that this broader information landscape is not always fully reflected in decision-making or assurance processes: 

“We now have more information available than ever before, yet decisions and reporting are still based on what is supplied – not what is available. That gap is where real exposure sits.”

Taken together, these perspectives highlight a critical tension. Boards may feel well-informed – and that is often where the challenge lies. We see how they still lack a clear, integrated understanding of how risks could unfold in practice. 

Hence, why the principle of true and fair becomes particularly relevant to us. It is not concerned with the volume of information, but with whether that information, taken as a whole, provides a faithful representation of reality. In this context, completeness is less about coverage and more about coherence.

While much of the discussion around governance focuses on internal structures and processes, the Forum was equally clear that governance cannot be understood in isolation from the environment in which it operates.

Boards today are navigating a landscape shaped not only by organisational complexity, but by external pressures that are often competing and, at times, contradictory. These include investor expectations, regulatory requirements, public scrutiny and, increasingly, political dynamics.

In some jurisdictions, issues such as sustainability, social value and even aspects of risk disclosure have become more heavily politicised. This has created additional layers of sensitivity around how and what organisations communicate.

Vera Cherepanova, the Forum’s current Chair and executive director of Boards of the Future, offered a candid reflection of how this plays out in practice: 

“What boards are actually doing right now is managing headlines rather than managing the business.”

This observation does not suggest a lack of awareness or capability. On the contrary, it reflects the reality that boards are often balancing multiple considerations, including reputation, stakeholder reaction and external interpretation, alongside their core responsibilities.

In such an environment, decision-making can become as much about how actions will be perceived as about what actions are required. Cherepanova also highlighted the broader context shaping this behaviour:

“It’s hard to push sustainable change when everything becomes politicised and driven by electoral cycles.” 

This introduces a significant structural constraint. Where priorities shift with political cycles, and where public narratives can influence market responses, boards may find themselves navigating uncertainty not only in their operating environment, but in the expectations placed upon them. The result can be a subtle but important shift: from focusing primarily on underlying risk and value, to managing visibility and timing.

This is where the tension with true and fair often becomes most apparent. If reporting is influenced – even indirectly – by concerns about perception or reaction, there is a risk that it may not fully reflect the organisation’s internal understanding of its position. True and fair, in this sense, acts as a counterbalance. It provides a principle against which boards can test whether what is being communicated aligns with what is known even in a complex and constrained environment.

Running through each of these discussions – from fragmentation and information overload to external pressures – is a more fundamental question about the role of the board itself.

Governance has traditionally been framed in terms of oversight. Boards review, challenge and approve. They ensure that structures are in place, risks are identified and reporting meets required standards. In today’s environment, however, that foundation is being stretched.

As organisations face increasingly interconnected and fast-moving risks, boards are being drawn further into the substance of decision-making. The task is no longer limited to reviewing outputs; it involves making sense of how different elements fit together, particularly where the implications are uncertain or evolving. This introduces a more demanding dimension to governance.

Rather than relying on individual reports or metrics, boards are required to bring together financial, operational, environmental and social perspectives, forming a view that reflects how the organisation actually functions. This is less about checking completeness and more about achieving coherence. 

It is in this context that the idea of the board as a collective mind becomes especially relevant. As Professor King emphasised:

“There can be no more informed body than the board, as a collective mind, to determine whether what is reported is true and fair.”

This perspective places integration at the centre of the board’s role. It also raises expectations of how directors engage with information. To reach a meaningful view, boards must move beyond receiving structured reporting and actively interrogate it. This includes challenging assumptions, exploring how risks interact and considering how scenarios might unfold beyond what is formally presented.

Bailey’s earlier observation about the gap between information supplied and information available is particularly relevant here. Where boards rely solely on curated reporting, there is a risk that important signals remain unexamined, even when they exist elsewhere in the organisation. 

The effectiveness of governance therefore depends as much on how information is used as on how it is produced. This is where we feel the idea of guardianship becomes more tangible. As Professor King put it:

“Directors must understand that they are the guardians of the company’s assets and its business affairs.”

This is not only a matter of good governance practice, but one that sits firmly within directors’ fiduciary responsibilities.

The requirement to present a true and fair view is embedded in corporate and accounting frameworks across jurisdictions and ultimately reflects the duty of directors to act in the best interests of the organisation and its stakeholders. 

Importantly, the true and fair requirement is not simply about compliance with accounting standards. In many jurisdictions, directors may be required to provide additional information – or in exceptional circumstances depart from specific requirements – where this is necessary to present a true and fair view.

The principle, therefore, relies not only on technical reporting, but on informed judgement and director responsibility.1

Guardianship brings with it a broader sense of stewardship, a responsibility to ensure that the organisation is represented accurately, and that its long-term resilience is considered alongside its current performance.

It also requires a willingness to engage with areas that may be less familiar or less clearly defined, particularly as organisations confront emerging issues such as AI, climate risk and geopolitical exposure. 

The Forum discussions made clear that this is not without challenge. Boards operate within practical constraints, and levels of familiarity with these issues can vary across directors. Even so, the expectation remains that the board, as a whole, develops a sufficiently integrated understanding to support its decisions.

If true and fair is to function effectively, it must be grounded in this collective judgement. In that sense, governance becomes less about the presence of processes and more about the quality of interpretation – supported by experience, informed by evidence and, where necessary, guided by professional courage.

If true and fair is to function as intended, it must move from implicit assumption to explicit discipline. Below is what good practice looks like in today’s environment.

1. From silos to integration

Boards must ensure that:

• financial assumptions reflect sustainability risks 

• cyber and operational risks feed into financial modelling 

• geopolitical exposure is visible in scenario analysis 

Test: 
If sustainability scenarios change, do financial assumptions change?

2. From likelihood to impact

Traditional risk frameworks overemphasise probability.

In a systemic world, impact matters more.

Test: 
If this risk materialised, would it fundamentally alter the business?

3. From reporting to insight

Boards should challenge:

• what is being reported 

• what is missing 

• what is known internally but not reflected externally 

4. From process to judgement

Compliance is necessary but not sufficient. True and fair requires active judgement. But in practice, this often comes down to the quality of discussion in the boardroom itself.

• Are assumptions being challenged?

• Are connections between risks being explored?

• And critically, is there sufficient space for uncertainty to be acknowledged, rather than simplified?

5. From visibility management to reality reflection 

Boards must resist the pressure to “manage headlines”.

True and fair requires reflecting reality — even when uncomfortable.

A practical tool for boards, audit committees and executives.

Step 1: Identify core dependencies

What must go right?

• revenue drivers  

• supply chains 

• technology infrastructure 

• regulatory access 

Step 2: Map structural risks 

What could disrupt these?

• climate 

• geopolitics 

• AI/cyber  

• social licence 

Step 3: Assess interconnections

For each risk:

• what does it trigger?  

• what does it amplify? 

Step 4: Evaluate impact (not just likelihood)

• financial impact 

• operational disruption  

• reputational damage 

Step 5: Check internal vs external alignment

Ask:

• What have we debated internally?  

• Is it reflected externally? 

Step 6: Apply the disclosure test

If the risk materialised tomorrow:

• would stakeholders be surprised?  

• would we defend our reporting? 

Step 7: Board affirmation

Only then ask:

Are we satisfied this is true and fair? 

Boards

• Shift from oversight to integrated judgement 

• Challenge assumptions, not just outputs 

• Own the narrative 

C-suite

• Connect strategy, risk and reporting 

• Avoid fragmented disclosures 

• Elevate material uncertainty 

Auditors

• Move beyond supplied information 

• challenge completeness 

• consider broader data sources 

Accountants

• Act as integrators 

• translate complexity into insight 

• bridge financial and non-financial worlds 

The consensus of our Forum discussions points to a broader inflection point for governance. The principle of true and fair has not diminished in relevance. If anything, the conditions in which it operates today have made it more powerful. What has changed is the context in which it is applied – one defined by complexity, interdependence and a greater degree of uncertainty than many traditional frameworks were originally designed to accommodate.

Across the Forum, there also was a clear sense that organisations are not lacking tools, frameworks or guidance. In many cases, members agreed these have expanded considerably. However, the effectiveness of governance now depends less on the presence of these structures and more on how they are used, particularly how they are brought together to form a coherent view.

As Cherepanova reiterated during the discussions, boards are often navigating competing demands in real time, balancing immediate pressures with longer-term considerations in an environment that does not always support both equally.

In practice, this can influence how attention is distributed across the board agenda. Issues that are immediate or more easily measured tend to receive greater focus, while slower-moving or systemic risks can be harder to prioritise, even where their long-term implications are significant.  

This is where the application of true and fair becomes critical. It provides a reference point against which boards can assess whether their understanding of the organisation, and the way it is communicated externally, reflects the full picture. It encourages a more deliberate consideration of what is emphasised, what is connected and what may be missing.

The choice facing boards is therefore not about whether to adopt new frameworks, but how fully to apply the principles already available to them. In that regard, the question is less about change in form and more about depth in practice. True and fair has long acted as a safeguard. In the current environment, its role has expanded to something more. 

It is the mechanism through which organisations can:

• reflect interconnected risk  

• communicate uncertainty 

• build trust 

The principle and frameworks already exist. The question is whether we are prepared to use them fully – not simply through compliance.

The concept of true and fair has been part of corporate reporting for decades. Its definition has remained deliberately broad, allowing it to be applied across different contexts and evolving standards.

That flexibility is one of its strengths. It allows the principle to adapt as the nature of business and risk evolves. It also places a greater emphasis on professional judgement, particularly in environments where certainty is limited and outcomes are less predictable.

The discussions reflected a shared understanding that, in earlier periods, adherence to established standards may have been sufficient to achieve a fair representation of an organisation’s position. In today’s environment, where risks are interconnected and developments can unfold rapidly, a more active application of judgement is required.

This does not imply a need for more reporting. Rather, it suggests a need for greater alignment between what organisations understand internally and what they communicate externally. 

True and fair, when applied thoughtfully, provides a way of achieving that alignment. It enables boards to bring together different strands of information, consider them in context and present a view that reflects both current performance and underlying exposure. In doing so, it helps bridge the gap between complexity and clarity.

Ultimately, governance isn’t defined solely by the structures in place, but by the quality of decisions and disclosures that emerge from them. In a world where conditions are increasingly uncertain and interconnected, the role of judgement becomes more central.

True and fair, in this context, is not simply a principle to be met. It is a means through which organisations can demonstrate that their reporting reflects the reality of what they are navigating – and, importantly, the responsibility they carry in doing so.

1: Reframe Board Discussions

Boards should:

• Move from reviewing risk lists to understanding risk systems 

• Focus on how risks interact, not just how they rank  

• Challenge whether discussions are reflected in reporting 

2: Close the Information Gap

Executives and risk leaders should:

• Identify what is known internally but not communicated externally  

• Reduce reliance on summarised reporting 

• Ensure decision-making reflects available, not just supplied, information 

3: Integrate, Don’t Accumulate

Organisations should: 

• Align financial, sustainability and risk narratives 

• Avoid adding new layers of reporting without connecting them 

• Focus on coherence over volume 

4: Strengthen Board Capability 

Boards should:

• Build capability in: 

• AI and technology risk 

• climate and sustainability  

• geopolitical awareness 

• Encourage challenge and questioning across all members 

5: Elevate True and Fair

Audit committees and boards should: 

• Treat true and fair as an explicit judgement, not an assumption 

• Document how conclusions were reached 

• Ensure alignment between: 

• internal discussions  

• external disclosures 

6: Rethink the Role of Accountants

The profession should:

• Act as integrators of financial and non-financial information  

• Translate complex risks into decision-useful insight 

• Support boards in exercising judgement, not just compliance