Institutional Statement II

Versión en Español

Mexico City, July 28, 2025
 

Dear Colleagues and Members of IMAI:
 

Following up on our Institutional Statement (Important News) published last week on our website, and in response to the message recently disseminated by The Institute of Internal Auditors (IIA Global), we consider it essential to share our institutional position directly and transparently with you.

As announced in our aforementioned Statement, the Mexican Institute of Internal Auditors (IMAI), with more than 41 years of uninterrupted trajectory, is undergoing a process of evolution towards a new legal entity that strengthens its governance, transparency, and commitment to the professional community of Internal Audit in Mexico.

As part of this evolution, it is important to provide the following background:

In 2024, IIA Global conducted an exhaustive audit of IMAI through Deloitte, in which all its legal, tax, financial, operational, and accounting documentation was reviewed without any restriction from the Mexican Institute. The results of this audit categorically ruled out any indication of irregularity or misconduct.

Subsequently, IIA Global officials and its General Counsel, along with Deloitte and McKinsey — internationally renowned firms hired by IIA Global for these purposes — carried out a new comprehensive review process between October 2024 and March 2025, with a view to improving corporate governance. It is relevant to note that as part of this process, IMAI again shared with IIA Global and its advisors all its legal, financial, administrative, and operational documentation, as well as its Financial Statements audited by an independent firm for the fiscal years 2022, 2023, and 2024.

After this review, which also confirmed the absence of any indication of misconduct, irregular management, or administrative deficiency, IIA Global and its advisors determined that IMAI was legally unable to carry out a restructuring process of its corporate governance under its current context.

Given this incontrovertible impossibility, IIA Global and its advisors determined in March 2025 that the only legally viable way for the restructuring of IMAI's corporate governance is the constitution of a new civil association, which coincided with the initial position of the Mexican Institute in this area.

Once this path was determined last March by IIA Global, IMAI has focused on taking the necessary actions for the constitution of the new civil association, sharing the respective Bylaws with IIA Global, as well as the progress in the matter.

However, since that date, substantial and irreconcilable differences have arisen with the IIA Global officials with whom we have shared the progress of this process. Such differences stem from repeated attempts to directly and unduly intervene in the internal decisions of the Mexican Institute, in contravention of the principles and contractual terms that govern our institutional relationship.

These actions violate the autonomy, legality, and institutional dignity of IMAI, such as the attempt to impose a Board of Directors with members unilaterally designated by the IIA Global Institute; the intention to also unilaterally designate individuals to control the financial resources of our Institute, as well as the arbitrary exclusion of legitimate IMAI authorities from any present or future participation in the new institutional structure, disregarding their efforts in the stability and achievements made by the Institute to date.

Given that we find these conditions unacceptable, not only due to their lack of legal basis, but also due to the disregard for Mexican legal reality, IMAI's institutional trajectory, and the ethical principles that have distinguished us for more than four decades, we have expressed our disagreement with them, considering that they represent undue interventionism that compromises institutional autonomy, the proper safeguarding of our resources, and the integrity of internal democratic processes.

Therefore, and as we have stated in our aforementioned Institutional Statement published on our website, we make it clear that:

• IMAI will continue to operate ethically, effectively, and with full independence, backed by its history, its community, and its commitment to professional quality.
• All IMAI services, events, programs, and courses that have been developed by our Institute will remain valid, without interruptions or changes in their quality or structure.
• IMAI's current membership remains active within our Institute, and will be renewed at no additional cost upon expiration of the corresponding annual fee. Those who join the new legal entity when it becomes operational, will do so at no additional cost.
• Such new civil association has been constituted to give continuity to IMAI before Public Notary number 155 of Mexico City. Once the registration with the corresponding public registry is completed, and once the other procedures with other instances and corresponding authorities to give operability to the new association are concluded, an open call will be issued to all members to carry out a transparent and democratic electoral process for the new Institute.
• In said process, the Internal Audit professionals in Mexico themselves will, in full exercise of their rights, elect the new Board of Directors and other institutional authorities, thus ensuring legitimate representation aligned with the Institute's values.
• The integrity, responsibility, and ethics with which IMAI has been administered are not only principles that define it, but are also fully supported by objective evidence such as the independent opinions on its Financial Statements, as well as the results of the audits and technical reviews carried out on IMAI by various internationally renowned firms hired by IIA Global for these purposes.

We reiterate that IMAI will continue to inform transparently and timely about each step of this institutional evolution, always with the conviction that IMAI's decisions must be made in Mexico, by Mexican professionals, and for the strengthening of Internal Audit in our country, with integrity, legitimacy, and institutional leadership.

As we have for 41 years, we sincerely appreciate your trust and support.

Sincerely,
 
Mexican Institute of Internal Auditors, A.C.