Greenwashing and Internal Audit: Governance, Risk, and the Growing Regulatory Crackdown

00:00:02 The IIA

The Institute of Internal Auditors presents All Things Internal Audit.

00:00:07 The IIA

In this episode, Emmanuel Pascal and Dr.

00:00:11 The IIA

Ahmed Shaki discuss why greenwashing is no longer just a reputational risk, but also a governance and assurance challenge.

00:00:21 The IIA

Together, they break down how greenwashing qualifies as legal misrepresentation, why most control environments are far weaker than leadership realizes, and what a practical audit approach looks like.

00:00:36 The IIA

From mapping sustainability claims across channels to using data analytics and intensity ratios to test what companies report and what they don't.

00:00:50 Emmanuel Pascal

For those who are not familiar, Dr.

00:00:53 Emmanuel Pascal

Ahmed, how would you define greenwashing and what could be the consequences for a company?

00:01:00 Ahmed Sharif Shawky

Greenwashing simply to me is misrepresentation of sustainability information.

00:01:04 Ahmed Sharif Shawky

That could be in any form overstating, distorting, or omitting material information about the company's sustainability performance.

00:01:12 Ahmed Sharif Shawky

And that's in practice, companies really cherry pick their sustainability, what they show to the public.

00:01:18 Ahmed Sharif Shawky

showing only or amplifying their positive impact to the public in general.

00:01:22 Emmanuel Pascal

Thank you.

00:01:23 Emmanuel Pascal

And it's very important that you mentioned the fact that there are some information that are omitted, because usually when I hear about greenwashing, I hear about communication.

00:01:35 Emmanuel Pascal

People talking about is what we are communicating is good?

00:01:39 Emmanuel Pascal

Are we going not going to do wrong green claims?

00:01:43 Emmanuel Pascal

So it's

00:01:44 Emmanuel Pascal

They are judging from what is said and not what is not said or augmented.

00:01:50 Emmanuel Pascal

And I think this is very, very important.

00:01:53 Emmanuel Pascal

And there are some very interesting cases where companies have concealed events and not disclose them.

00:02:00 Emmanuel Pascal

It's either in the US, there's a mining company that was indicted for this.

00:02:05 Emmanuel Pascal

And in Asia, there have been some incidents like a milk company in China that have issues and did not disclose it.

00:02:14 Emmanuel Pascal

So that's very important.

00:02:16 Emmanuel Pascal

But at the same way, Dr.

00:02:18 Emmanuel Pascal

Ahmed, I'm very, by the way, I'm surprised we're still talking about greenwashing.

00:02:24 Emmanuel Pascal

I thought it was over as there is a backlash on this.

00:02:28 Emmanuel Pascal

And do you think it's worth working on it?

00:02:31 Ahmed Sharif Shawky

Yeah, the political backlash is real, but it's mainly coming out of the US.

00:02:36 Ahmed Sharif Shawky

Most of stakeholders actually haven't moved and still a strong believer in business responsibility and in business sustainability.

00:02:45 Ahmed Sharif Shawky

So for example, in Europe, regulators here are investors, consumers.

00:02:49 Ahmed Sharif Shawky

They still need credible sustainability data to make informed decisions.

00:02:53 Ahmed Sharif Shawky

So the demand hasn't really gone anywhere.

00:02:56 Ahmed Sharif Shawky

I think it's only the hype and the rhetoric has shifted for some people in the specific regions only.

00:03:02 Ahmed Sharif Shawky

We see, for example, you and I have seen the risk in focus 2026, 2025 still, climate change and regulatory change amongst the highest risks across all regions.

00:03:13 Ahmed Sharif Shawky

But you know, there is a widening gap between, really widening gap between political noise and regulatory reality.

00:03:19 Ahmed Sharif Shawky

And this is where most audit committees

00:03:21 Ahmed Sharif Shawky

really get caught and blindsided.

00:03:24 Emmanuel Pascal

One question I will have, and we are going to talk about fraud after, but how can we consider greenwashing as a fraud?

00:03:32 Emmanuel Pascal

It's how, in what way could it be illegal?

00:03:35 Emmanuel Pascal

Are there laws about it?

00:03:37 Emmanuel Pascal

I know you're a specialist on this type of laws.

00:03:40 Emmanuel Pascal

That's why I asked you.

00:03:42 Ahmed Sharif Shawky

So the greenwashing is legally treated as misrepresentation.

00:03:46 Ahmed Sharif Shawky

The core construct is the same as financial misstatement.

00:03:51 Ahmed Sharif Shawky

We have seen Enron case, for example, that was a financial misstatement.

00:03:55 Ahmed Sharif Shawky

The same construct legally applies to non-financial data, which is sustainability data or business data.

00:04:02 Ahmed Sharif Shawky

When organizations or business make sustainability claims that are false or unsubstantiated, they are misleading the public, the market, the consumers, the investors.

00:04:12 Ahmed Sharif Shawky

And that's clear, clear misrepresentation and regulators are treating it as such.

00:04:17 Ahmed Sharif Shawky

For example, there are three regulations here in the UK for anti-greenwashing.

00:04:22 Ahmed Sharif Shawky

The first one from the Financial Conduct Authority, the FCA, the UK, they have, that's enforced.

00:04:28 Ahmed Sharif Shawky

It's called the anti-greenwashing rule.

00:04:30 Ahmed Sharif Shawky

That's enforced since May 2024.

00:04:33 Ahmed Sharif Shawky

It applies to every authorized financial institution in the UK.

00:04:37 Ahmed Sharif Shawky

And it requires that their financial claims must be fair

00:04:42 Ahmed Sharif Shawky

clear and not misleading.

00:04:44 Ahmed Sharif Shawky

The second authority is the CAM, the Competition and, or CMA, I think, the Competition and Market Authority.

00:04:52 Ahmed Sharif Shawky

Under the Digital Markets and Competition and Consumer Act since April 2025, last year, the CMA can directly now fine companies up to 10% of their global turnover.

00:05:06 Ahmed Sharif Shawky

That's equivalent to GDPR, and no one is noticing really.

00:05:11 Ahmed Sharif Shawky

And the minimum, and the minimum is, I think, 300,000 pounds.

00:05:16 Ahmed Sharif Shawky

Even those penalties happen even without going to court.

00:05:19 Ahmed Sharif Shawky

And there are daily penalties on top of that until the breach is remediated.

00:05:25 Ahmed Sharif Shawky

In January this year, the CMA published the new supply chain guidance where companies are now liable for getting claims, they repeat from their own supply chain, from their suppliers, not just the claims by the originate.

00:05:39 Ahmed Sharif Shawky

Thirdly, and finally here, the Advertising Standards Authority, the ASA, in the UK continues to show also a sustained focus on environmental claims as retailers were using green claims as advertisement campaigns.

00:05:57 Ahmed Sharif Shawky

Those are the three main examples of three main regulations here in the UK alone.

00:06:03 Ahmed Sharif Shawky

And also in addition to that, you have now requirements from the IFRS Foundation within the ISSP about climate changes, specifically GRI disclosures and so on.

00:06:13 Emmanuel Pascal

And as you were talking about GDP, I was thinking, and so everyone knows that the UK are not in the European Union now, but they are also another law in Europe, but it's happening called empowering

00:06:31 Emmanuel Pascal

customers.

00:06:31 Emmanuel Pascal

And I think it's going to be a shock in Europe because some people are not understanding the consequences of this law because it's going to affect sustainability labels.

00:06:44 Emmanuel Pascal

And a lot of companies are labelled for customers, but also for third parties.

00:06:49 Emmanuel Pascal

And also we are going to talk about green glaze for customers.

00:06:54 Emmanuel Pascal

Also, as you mentioned, you mentioned the UK, but there are also a lot of reporting laws in place under development in Asia.

00:07:04 Emmanuel Pascal

I know that China is very hype on developing reporting claims, as you talk about GRI, there are also, and IFRS, there is a lot of development.

00:07:16 Emmanuel Pascal

So I think we talk about fraud, and I'm going to

00:07:22 Emmanuel Pascal

explain what makes greenwashing different from other traditional fraud, classic fraud.

00:07:28 Emmanuel Pascal

And the first thing I wanted to say is that there is a concept I developed a few years ago called the value fraud, and I trained my students in Dauphin University in Paris on it.

00:07:40 Emmanuel Pascal

It's about when companies are lying about the value they create for their customers, for their stakeholders.

00:07:48 Emmanuel Pascal

Usually, at first it was quality, and now, as sustainability, it became a value.

00:07:55 Emmanuel Pascal

Greenwashing is, for me, a good example of value fraud.

00:07:59 Emmanuel Pascal

There are different types of things to consider for auditors when we look at value frauds.

00:08:05 Emmanuel Pascal

The first thing is a fraud triangle.

00:08:08 Emmanuel Pascal

It's completely different from a traditional, I would say, financial fraud.

00:08:14 Emmanuel Pascal

The second thing is the gain, because it's going to be wider than financial gain, because sometimes people can commit greenwashing because they want to stay still, because they don't have the same corporate culture.

00:08:30 Emmanuel Pascal

They disagree maybe with the goals or they want to challenge the company.

00:08:35 Emmanuel Pascal

If we take the diesel gate, that could be a good example where companies, there were no

00:08:43 Emmanuel Pascal

financial gain, but within the company, maybe the engineers wanted to challenge and say they were right about their work.

00:08:52 Emmanuel Pascal

Also, what is important when we talk about greenwashing is the scope is going to be wider.

00:08:59 Emmanuel Pascal

And then just to group, when we talk about finance, financial fraud, we just consider the company or the group.

00:09:06 Emmanuel Pascal

But here the scope is going to be wider because we are going to assess

00:09:11 Emmanuel Pascal

the fraud within the value chain, that means the customers, the third parties, the inflows in the company, the suppliers, but also the customer.

00:09:22 Emmanuel Pascal

So it's a wider area.

00:09:25 Emmanuel Pascal

And I will talk about it during my presentation in the International Conference of the IA in Singapore in June.

00:09:33 Emmanuel Pascal

And I will explain about a case about subcontractors of luxury companies in Italy.

00:09:41 Emmanuel Pascal

So this third party is very important.

00:09:45 Emmanuel Pascal

And also in this road, we are going to use different data.

00:09:48 Emmanuel Pascal

We are going to talk about data after.

00:09:52 Emmanuel Pascal

And one of the things that is important in this data is that the origin, they are different because they will be about not financial, but operational, but they can be very strange, like temperature, like they can come from probes.

00:10:09 Emmanuel Pascal

sensors.

00:10:10 Emmanuel Pascal

And so that could be very different to handle than when you are usually looking at data from an ERP system.

00:10:20 Emmanuel Pascal

And last thing that is different from traditional is that there is an opportunity and that it's not something an advice I'm going to give to the audience.

00:10:30 Emmanuel Pascal

But there is, according to me, a weak control environment right now in the company.

00:10:35 Emmanuel Pascal

And a lot of companies are ripe for greenwashing because

00:10:39 Emmanuel Pascal

they are not looking at their controls right now.

00:10:42 Emmanuel Pascal

So there's also an opportunity for internal auditors to look at this because a lot of companies are just happy to achieve, to report and comply, especially with CSLD in Europe.

00:10:55 Emmanuel Pascal

And now they need to digest.

00:10:57 Emmanuel Pascal

And I talk to a lot of companies that say, oh, we are happy to report, but when I ask them for internal controls, they are a bit lost.

00:11:06 Emmanuel Pascal

So

00:11:07 Emmanuel Pascal

That's the interesting difference I see with the traditional fraud.

00:11:14 Emmanuel Pascal

And now, Dr.

00:11:15 Emmanuel Pascal

Hamad, how can we assess greenwashing risk for you?

00:11:19 Ahmed Sharif Shawky

Before we go into how we assess greenwashing as a risk, because I believe it should be a part, embedded part of the risk assessment process, I totally agree with you.

00:11:28 Ahmed Sharif Shawky

Sustainability data is all business data and it's fragmented data.

00:11:32 Ahmed Sharif Shawky

So it's unstructured in nature.

00:11:34 Ahmed Sharif Shawky

And it's usually happened due to misalignment.

00:11:37 Ahmed Sharif Shawky

across the entire organization rather than happening from an individual fraudister.

00:11:42 Ahmed Sharif Shawky

And I totally agree with you that it is mostly a controlled environment failure.

00:11:49 Ahmed Sharif Shawky

That's in general.

00:11:50 Ahmed Sharif Shawky

So how can we assess the greenwashing risk and possibly mitigate that risk to happen, to materialize?

00:11:58 Ahmed Sharif Shawky

I think first we need to understand auditors and audit committee need to know what that is.

00:12:04 Ahmed Sharif Shawky

We need to cope up with that evolving landscape.

00:12:08 Ahmed Sharif Shawky

The audit committee has to clearly include sustainability oversight within their audit charter from risk management and assurance point of view, not from operations.

00:12:20 Ahmed Sharif Shawky

The operation should be out of the audit committee scope.

00:12:23 Ahmed Sharif Shawky

And then for auditors,

00:12:25 Ahmed Sharif Shawky

to really map their sustainability claims across every channel, from marketing channels to operational, to disclosures, to reporting, annual reporting, and to make sure that they apply the respective regulation across all of those channels.

00:12:42 Ahmed Sharif Shawky

We must stress or should stress test their each claim against some of the regulatory requirements, even if they are just voluntary in the region, for example,

00:12:53 Ahmed Sharif Shawky

the CMA green claims in the UK have a great framework that can be applied as even a good leading practice somewhere else out of the UK.

00:13:04 Ahmed Sharif Shawky

And that simply applies some principles and rules like being the claim must be truthful, clear, no material omission, fair for competition and covering the whole life cycle and it should be substantiated.

00:13:18 Ahmed Sharif Shawky

So there has to be evidence against each claim

00:13:22 Ahmed Sharif Shawky

the company would make.

00:13:24 Ahmed Sharif Shawky

Because we have seen many cases, I'm happy to speak about some of those cases later on.

00:13:28 Ahmed Sharif Shawky

But finally, there are some green claims governance solution available in the market to prevent that risk to happen.

00:13:36 Ahmed Sharif Shawky

So organization now should, and auditors should leverage technology and have solutions in place to prevent the green claims from being materialized and cause greenwashing tendencies or cases.

00:13:49 Ahmed Sharif Shawky

That's a brief argue.

00:13:50 Emmanuel Pascal

Thank you.

00:13:51 Emmanuel Pascal

I wanted to ask something, I wanted to add something, sorry, about the assessment of greenwashing to say, this is something I say to my students, if they need to consider the strategy of a company, and I think there is a strategy could be green, they want to be green or greener.

00:14:11 Emmanuel Pascal

Green means that we need to, they want to be in line, they want to be on the track.

00:14:16 Emmanuel Pascal

And greener, we want to do more.

00:14:19 Emmanuel Pascal

So I mean, the red flag would be to be green, greener, of course.

00:14:24 Emmanuel Pascal

So we need to consider the strategy of the company.

00:14:27 Emmanuel Pascal

And do we have the means to be greener?

00:14:31 Emmanuel Pascal

You were talking about technology, Dr.

00:14:33 Emmanuel Pascal

Ahmed.

00:14:34 Emmanuel Pascal

And I think that we, to be able to fight against greenwashing, we need to use technology.

00:14:41 Emmanuel Pascal

That's what I will explain in Singapore.

00:14:46 Emmanuel Pascal

the use of different technology.

00:14:48 Emmanuel Pascal

And the first thing I would say, I will talk about data analytics.

00:14:52 Emmanuel Pascal

And I think data analytics will be very efficient because we will have to cover a complex and wide environment.

00:15:01 Emmanuel Pascal

So there are many, many information.

00:15:04 Emmanuel Pascal

And data analytics will be an additional resource because we know that a lot of internal audit teams are lacking resources.

00:15:12 Emmanuel Pascal

And I like to say that data analytics is either an augmented, you obtain an augmented auditor, or you augmented, you obtain an additional resource.

00:15:22 Emmanuel Pascal

And so data analytics is going to be very helpful.

00:15:25 Emmanuel Pascal

But the difference with finance

00:15:28 Emmanuel Pascal

is going to be that there is no real specific pattern.

00:15:32 Emmanuel Pascal

Because as we say from experience, we have seen very so far, we said the control environment is weak, so we have seen very simple fraud so far.

00:15:42 Emmanuel Pascal

So the real thing here is to check the disclosure, to check the figures, to check what is communicated, and we'll see after that we can also check what is not disclosed.

00:15:54 Emmanuel Pascal

But

00:15:55 Emmanuel Pascal

The real thing internal editors need to do right now is to check, as you said, Dr.

00:16:00 Emmanuel Pascal

Ahmed, if it's supported, if it can be checked.

00:16:05 Emmanuel Pascal

And there are many ways to deal with many types of tests, but I will just focus on one that is very interesting, called the intensity ratio.

00:16:15 Emmanuel Pascal

The intensity ratio, you can find them in reports.

00:16:18 Emmanuel Pascal

an extra financial report.

00:16:20 Emmanuel Pascal

And for instance, it's like you're a cruising company, so we are going to look at your carbon emission weight per kilometres, or you're a beverage producer, and we are going to consider the litre of water you are going to consume by litre of products you are producing.

00:16:39 Emmanuel Pascal

And so this intensity ratio, it's helping us, it's a KPI that is going to help us compare with other companies, with other entities also within a group to identify if it's unusual items, if it's unusual reporting.

00:16:56 Emmanuel Pascal

One is the other thing we can do with data analytics is review third-party data.

00:17:02 Emmanuel Pascal

And we can ask, but this needs to be very documented and very authorized, very specific in the report, either in your code of conduct or with your supplier or your contract.

00:17:17 Emmanuel Pascal

And you are going to audit the data from your third party.

00:17:21 Emmanuel Pascal

I will share an example in Singapore.

00:17:24 Emmanuel Pascal

The other thing is that I'm talking basically about structured data, but

00:17:30 Emmanuel Pascal

The other type of data is non-structured.

00:17:33 Emmanuel Pascal

Non-structured is about text, videos, everything that is produced, that is not in line, could be not in Excel.

00:17:41 Emmanuel Pascal

And in this non-structured, you need to identify mistakes and omission.

00:17:47 Emmanuel Pascal

And you are going to use different techniques, artificial intelligence, but also text mining.

00:17:54 Emmanuel Pascal

And the scope is wide, because you have to consider your reporting, but also everything that is produced by your company and communication.

00:18:03 Emmanuel Pascal

So that's a lot of things to do with data analytics and with AI to identify.

00:18:10 Emmanuel Pascal

Last few questions, Dr.

00:18:13 Emmanuel Pascal

Ahmed, what could be a strong audit approach to start with control framework?

00:18:17 Emmanuel Pascal

You explained before that you need to find support.

00:18:21 Emmanuel Pascal

But we need to also, I believe, identify, test the control framework within its week.

00:18:30 Emmanuel Pascal

Do you think of other things?

00:18:32 Ahmed Sharif Shawky

I would love to just add to what you just mentioned.

00:18:35 Ahmed Sharif Shawky

If you allow me before I move to the audit approach itself, about the control framework, as you mentioned, just to summarize, to me, from what you say, there are four elements of that good control framework.

00:18:45 Ahmed Sharif Shawky

One is data analytics for continuous controls.

00:18:49 Ahmed Sharif Shawky

The second is third-party due diligence, as you rightly said.

00:18:53 Ahmed Sharif Shawky

And I would like to add to that policy and the training, every control fails without the people understanding why it exists, the perhaps.

00:19:02 Ahmed Sharif Shawky

So sustainability literacy, like AI literacy today is very critical across the three lines.

00:19:08 Ahmed Sharif Shawky

And the 4th element for me is technology, a platform that brings the data together, that fragmented data.

00:19:15 Ahmed Sharif Shawky

bringing that together to avoid the break in that data.

00:19:17 Ahmed Sharif Shawky

So having a data lineage, having a platform that brings the entire sustainability data in one data model is extremely important.

00:19:27 Ahmed Sharif Shawky

Now, building on that framework for a good audit approach, I think that was a question.

00:19:33 Ahmed Sharif Shawky

So I think there are at least three foundations to that.

00:19:37 Ahmed Sharif Shawky

The first is internal auditors should really engage with the sustainability team, should be part of

00:19:43 Ahmed Sharif Shawky

the climate risk assessment.

00:19:45 Ahmed Sharif Shawky

They should be speaking the same.

00:19:47 Ahmed Sharif Shawky

My observation from my research and on the field now that sustainability professionals, they have totally different risk criteria and risk assessment criteria and the metrics than what we use in internal audit and risk management.

00:20:01 Ahmed Sharif Shawky

So internal audit and risk professionals engaging with sustainability professionals to

00:20:06 Ahmed Sharif Shawky

synergize on the same climate risk assessment approach and the criteria, materiality assessment approach, the IRO, the impact risk and the opportunity and the building on that, building their risk and control metrics on those spaces.

00:20:21 Ahmed Sharif Shawky

What policies exist, what controls exist, who owns that across the entire organization, bringing that in harmony.

00:20:29 Ahmed Sharif Shawky

Second is, again, education, training, educating the auditors, educating the audit committee.

00:20:35 Ahmed Sharif Shawky

So we have responsibility to even educate our own audit committee and the entire organization under our advisory hat.

00:20:43 Ahmed Sharif Shawky

Thirdly, orchestrate, synergize, orchestrate your risk assessment language with the entire organization in general.

00:20:50 Ahmed Sharif Shawky

Those are the three points I would like to bring under a strong audit approach to mitigate the greenwashing risk.

00:20:58 Emmanuel Pascal

Yeah, thank you.

00:20:58 Emmanuel Pascal

And I think this is very important to educate internal auditors about sustainability.

00:21:04 Emmanuel Pascal

So for two years now, I have set up a specific training for my students in EMLV business school.

00:21:12 Emmanuel Pascal

And I trained them to do a lot of things.

00:21:18 Emmanuel Pascal

They know what is value chain, they know lifecycle, they know a lot of things, and now they know how to read reports and to edit reports.

00:21:25 Emmanuel Pascal

So it's really important to train them and practice to look at use case, look at greenwashing.

00:21:33 Emmanuel Pascal

So we are working on different use case so that they identify what is wrong.

00:21:40 Emmanuel Pascal

We have role-playing games as well to say if it.

00:21:44 Emmanuel Pascal

I ask them to make green claims, false green claims for companies to see if they were able to design them.

00:21:52 Emmanuel Pascal

I would like to ask you, Dr.

00:21:54 Emmanuel Pascal

Hamlet, what is your favorite greenwashing case?

00:21:57 Ahmed Sharif Shawky

I wouldn't say favorite, but one of the main cases that really stuck with me and it's in the Financial Times is in the news is the DWS, the Deutsche Bank's Asset Management Arm.

00:22:09 Ahmed Sharif Shawky

In April 2025, DWS agreed to pay 25 million euros to the German authorities to settle greenwashing charges, on top of another 20 million that they paid to the SEC in New York, with total exposure around $50 million.

00:22:25 Ahmed Sharif Shawky

That was just, I would say, one of the recent cases.

00:22:29 Ahmed Sharif Shawky

Plus, there were a number of other consequences happened to the DWS.

00:22:32 Ahmed Sharif Shawky

Their market value declined by around 15% when that was disclosed.

00:22:38 Ahmed Sharif Shawky

Their senior leaders, including the chief executive officer, stepped down from their role, and there were a highly damaging reputation fallouts, including, you know, the police raiding their offices in Germany.

00:22:51 Ahmed Sharif Shawky

And that's all because their public claims included things like a leader in ESG, and ESG is integral to our DNA.

00:22:59 Ahmed Sharif Shawky

Prosecutors found that those statements didn't really correspond to reality, and they were not backed up.

00:23:05 Ahmed Sharif Shawky

And what makes this case, I think, interesting to internal auditors is who blew the whistle.

00:23:12 Ahmed Sharif Shawky

So the DWS case came into picture due to the whistleblower from their former head of sustainability that was dismissed due to her disagreement with management about making claims without being substantiated.

00:23:29 Ahmed Sharif Shawky

And that's simply the gap between what's externally said and what is demonstrated or being defendable internally.

00:23:36 Ahmed Sharif Shawky

And that's where audit committee and the internal auditors is meant to operate.

00:23:42 Emmanuel Pascal

So thank you very much, Dr.

00:23:43 Emmanuel Pascal

Ahmad, for this conversation.

00:23:45 Ahmed Sharif Shawky

Thank you.

00:23:47 The IIA

Interested in hearing more from Emmanuel Pascal on greenwashing?

00:23:51 The IIA

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00:23:59 The IIA

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