Procedure for the Selection and Contracting of Audit Firms

RESOLUTION CDMF-XXXVII-2-25
Dated October 14, 2025
THE MONETARY AND FINANCIAL DIRECTIVE COUNCIL
CONSIDERING
I
That Law No. 1232, Law on the Administration of the Monetary and Financial System, published in La Gaceta, Official Journal No. 241 on December 30, 2024 (hereinafter, Law No. 1232), in its Art. 17, "Powers of the Directive Council," literal A), numeral 5, establishes that this administrative body is responsible for approving the contracting procedures for audit firms of recognized competence that audit the financial statements of the Superintendence of Banks and Other Financial Institutions (hereinafter, SIBOIF). II That Law No. 1232, in its Art. 38, prescribes the authority of SIBOIF to contract audit firms duly registered with the Comptroller General of the Republic (hereinafter, CGR), to audit its annual financial statements. III That Law No. 1232, in its Art. 41, stipulates that the annual financial statements of SIBOIF must be published in La Gaceta, Official Journal, in the first semester of the following period. IV That the regulation of the procedure for the selection and contracting of external audit services for the financial statements of SIBOIF strengthens institutional transparency and ensures that such selection and contracting is carried out in a timely and proper manner. V That the Monetary and Financial Directive Council (hereinafter, the Council), in the exercise of its powers and in use of its faculties, in accordance with the considerations previously stated, RESOLVES TO APPROVE The following:
PROCEDURE FOR THE SELECTION AND CONTRACTING OF AUDIT FIRMS
CHAPTER I
GENERAL PROVISIONS

Article 1. Objective
This Procedure aims to regulate the selection and contracting of the professional services of the Audit Firm that will be responsible for examining and issuing opinions on the Annual Financial Statements of the Superintendence of Banks and Other Financial Institutions (SIBOIF).
Article 2. Scope
This procedure shall apply exclusively and mandatorily to the selection and contracting process of the Audit Firm, by SIBOIF, selected from among Independent Public Accountant Firms registered with the Comptroller General of the Republic (CGR), which will be responsible for executing the external audit of the Annual Financial Statements of SIBOIF.
Article 3. General requirements for participating firms
Audit Firms that provide professional services of financial and compliance audits of financial statements and meet the following minimum requirements may participate in the selection process:
a. Be registered with the Comptroller General of the Republic (CGR) as an Independent Public Accountant Firm. b. Be of recognized competence.
c. Have proven experience of at least three years in audit work in similar financial institutions.
d. Not have audited the financial statements of SIBOIF for more than three consecutive immediate years prior to the period to be audited. e. Any other requirement established by the Senior Administration of SIBOIF in the Terms of Reference (ToR) or provisions issued for this purpose.
CHAPTER II
PROCEDURE FOR THE SELECTION AND CONTRACTING OF AUDIT FIRMS
Article 4. On the Committee
The Senior Administration shall constitute a Committee to coordinate the selection and contracting process of the Audit Firm that will execute the Financial and Compliance Audit of the Annual Financial Statements of SIBOIF, whose composition, functions, and responsibilities shall be defined by it, in the regulations issued for this effect.
Article 5. Proposal of Audit Firms
The Committee must prepare and present to the Senior Administration a proposal of Audit Firms that will participate in the selection and contracting process, for its approval.
For the preparation of said proposal, the Committee shall consider what is established in Article 3 of this Procedure.

Article 6. Terms of Reference
The Senior Administration of SIBOIF must approve, upon proposal of the Committee, the ToR for the performance of the financial and compliance audit of the Annual Financial Statements of SIBOIF.
The ToR shall contain, at least, the objective of the financial and compliance audit, the scope, details of the key activities of the selection and contracting process, as well as their dates, the methodology for developing the audit and the risk-based approach, the qualification and scoring criteria to be considered in the evaluation of technical and economic offers, the responsibilities of SIBOIF and the Audit Firm, the experience of the Audit Firm, the reports to be issued, the payment method, and any other aspect that the Senior Administration of SIBOIF deems convenient.
Article 7. Invitation to Bid
The Committee will prepare the proposal of the invitation that will be sent to the Audit Firms that will participate in the selection process. Said proposal must indicate the place, time, and date of the delivery and opening of the offers and must be authorized and signed by the Senior Administration of SIBOIF. The sending of the invitations will also be the responsibility of the Committee.
Article 8. On the technical offer and economic offer
The invited Audit Firms that decide to participate in the process must present a technical offer and an economic offer, which must comply with what is established in the ToR.
The economic offer for professional services must be presented in cordobas, breaking down the Value Added Tax (VAT).
Article 9. On the evaluation
The Committee will carry out the evaluation of the offers in accordance with the qualification method established in the ToR.
Article 10. Declaration of a void process
The Senior Administration may declare the selection process void when any of the following situations occur:
a. When no offers are submitted. b. When all offers are rejected for not obtaining a minimum qualification in the technical evaluation, determined based on regulations issued by the Senior Administration of SIBOIF or in the ToR.
c. When the lowest Economic Offer, from bidders who have qualified in the technical offer evaluation, exceeds by more than 10% the budget assigned for this contracting.
d. Any other cause determined in the ToR.

Article 11. On the presentation of selection results
The Committee will present to the Senior Administration of SIBOIF, no later than ten (10) business days after the opening of the envelopes of the Economic Offers, the results of the selection process for its authorization. The Senior Administration may request clarifications from the Committee regarding the report, if deemed necessary.
Article 12. Selection of the firm
The Directive Council will select, with full independence, on an annual basis, the Audit Firm that will perform the external audit of the Financial Statements of SIBOIF, considering the evaluation carried out in accordance with what is established in the ToR. The selection of the firm shall be considered definitive. The audit contract may be renewed for up to two additional annual periods, with prior authorization of the Directive Council. In the event of contractual renewal, SIBOIF, at the request of the Audit Firm, may evaluate the authorization of the price readjustment in the contracting, when the economic and financial equilibrium of the contract has been altered by the occurrence of supervening circumstances not attributable to the contracted firm. In such case, it will be the responsibility of the contracted firm to demonstrate the occurrence of facts constituting economic imbalance.
Article 13. Direct Contracting
If the selection process is declared void, in accordance with Article 10 of this Procedure, the Directive Council will be empowered to directly select the firm that best suits the institution through a proposal from the Senior Administration of SIBOIF. This process will be carried out by sending a letter of invitation signed by the Senior Administration to the firm selected by the Directive Council. The letter will indicate the purpose of the audit and attach the ToR.
Article 14. Contractual Formalization
The preparation of the contract will be the responsibility of the Committee, in accordance with the terms of reference and conditions required by SIBOIF. The Committee will submit the contract for review by the Legal Department of SIBOIF.
CHAPTER III
ON THE FOLLOW-UP OF THE EXECUTION OF THE EXTERNAL AUDIT AND APPROVAL OF THE FINAL REPORT
Article 15. Direct coordination and supervision
Once the Audit Firm has been selected and contracted, the Financial Administrative Direction, through the Financial Sub-Directorate, will coordinate the development of the financial and compliance audit of the Annual Financial Statements of SIBOIF in accordance with the work schedule, ToR, and contract, and will periodically report on the progress to the Senior Administration of SIBOIF and to the Committee, especially regarding any significant deviation from what is established in said schedule, ToR, or contract, in order to adopt the corresponding measures.

Article 16. Approval of the audit report
The Financial Sub-Directorate must present to the Committee the final draft of the report for its comprehensive review and subsequent submission to the Senior Administration of SIBOIF, who will resolve on the inclusion of this topic in the agenda of the Directive Council, for its approval. The representative of the firm will present to the Directive Council the report resulting from the audit.
Article 17. Publication
Once the audit report is approved, the audited financial statements must be published in La Gaceta, Official Journal. Additionally, they must be published on the SIBOIF website, along with their notes.
CHAPTER IV
FINAL PROVISIONS
Article 18. Issuance of complementary provisions
The Senior Administration of SIBOIF will approve norms, regulations, or provisions necessary for the implementation of this Procedure.
Article 19. Validity
This Resolution will enter into force as of this date, and will be published in the media determined by the Senior Administration of SIBOIF.
(f) legible, Ovidio Reyes R. President of the Directive Council; (f) Illegible, Luis Ángel Montenegro Espinoza, Vice President of the Directive Council; (f) Illegible, Óscar Danilo Mojica Aguirre, Minister of Finance, Proprietor Member; (f) Illegible, Roberto Rivas, Non-executive Proprietor Member; (f) Illegible, Hugo Ortega, Non-executive Proprietor Member, (End of the text of the Resolution). (f) Illegible, Ruth Elizabeth Rojas Mercado, Secretary of the Directive Council.