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KEIR

28 August, 2025 18:16

Keir International Co. announces the opening of the nomination period for the board of director’s membership

Element ListExplanation
IntroductionKeir International Company is pleased to announce to its esteemed shareholders the opening of nominations for membership of the Board of Directors for the upcoming term, starting from 02/11/2025, for a period of three (3) Gregorian years, to elect six (6) members. Nominations for the Board of Directors for the upcoming term shall be conducted in accordance with the provisions of the Saudi Companies Law, the Corporate Governance Regulations issued by the Capital Market Authority, as well as the Company’s Articles of Association. Shareholders wishing to nominate themselves for membership of the Board of Directors, who meet the required conditions and membership criteria, are invited to submit their nomination applications within the specified period, following the details outlined in this announcement. The election of the Board of Directors members for the upcoming term will take place during the next General Assembly meeting, the date of which will be announced later, upon obtaining the necessary approvals from the relevant authorities.
Type of AssemblyNew Session
Term Start Date2025-11-02
Term End Date2028-11-01
Number of members6
Nomination Start Date2025-08-28 Corresponding to 1447-03-05
Nomination End Date2025-09-28 Corresponding to 1447-04-06
Applications Submission MethodNomination applications and all related attachments must be submitted to the company before the nomination period closes through one of the following methods: 1. By email: boardnominations@keir.com.sa 2. By hand delivery to the Secretariat of the Remuneration and Nominations Committee at the company’s headquarters in Riyadh – Al Malqa District (during official working hours from 8:00 AM to 6:00 PM). For any inquiries, shareholders may contact the Investor Relations team through the following channels: 1. Email: investors@keir.com.sa 2. Phone: 9200 11085, Extension: 671
Policy and criteria of nominationFirst: Eligibility Criteria for Nomination to the Board of Directors 1. The candidate must meet the following criteria: a. Possess appropriate academic qualifications and practical experience relevant to the company’s current and future activities. b. Demonstrate technical, leadership, and managerial competencies. c. Ability to read and understand financial statements and reports. d. Not have any health impediment that would prevent the candidate from performing their duties and responsibilities. e. Have a good reputation, not have been convicted of a crime involving dishonesty or moral turpitude, and not be insolvent or bankrupt. f. Not be prohibited from working in a joint-stock company by a judicial decision. g. has Not been removed from membership of a board of directors, management board, or committee in any company or entity, regardless of its legal form. h. In the case of nomination as an independent member, none of the independence impairments set out in the Corporate Governance Regulations issued by the Capital Market Authority shall apply. 2. A candidate shall not hold membership in more than five (5) listed joint-stock companies simultaneously. Second: Requirements for Nomination to the Board of Directors Nomination applications must be submitted within the period specified in the announcement to the Chairman of the Board, and must include all of the following documents: 1. Completion and signature of the company’s official nomination form for Board membership. (Attached) 2. Completion and signature of Form No. (1). (Attached) 3. Completion and signature of Form No. (3) issued by the Capital Market Authority for nomination to the Board. (Attached) 4. Submission of the candidate’s CV, including current occupation and main position, academic qualifications, and relevant experience in the company’s business. 5. Statement of membership in boards of directors of joint-stock companies, including committees served on, past or present, with dates. 6. Disclosure of companies or institutions in which the candidate has management or ownership interests, which conduct activities similar to those of the company. 7. Disclosure of any potential conflicts of interest in accordance with CMA procedures, including: a. Any direct or indirect interest in contracts or transactions carried out on behalf of the company. b. Participation in any business that competes with the company, or in any activity branch in which the company operates. 8. If the candidate has previously served on the company’s Board, they must provide a statement from the company’s management detailing the last term served, including: a. Number of Board meetings held each year of the term, number of meetings attended by the candidate in person, and attendance percentage. b. Permanent committees in which the candidate participated, number of meetings held by each committee each year of the term, number of meetings attended, and attendance percentage. 9. Disclosure of any lawsuits, investigations, or official proceedings directed against the candidate. 10. A clear and valid copy of the national ID, residency permit, or passport for non-Saudis. 11. Contact details of the candidate (mobile phone, residential and business address, email). 12. Clarification of the membership type: whether the candidate is executive, non-executive, or independent. 13. Clarification of the nature of the membership: whether the candidate is nominated as a shareholder or nominated by a shareholder (with name provided). In all cases, the candidate must be a natural person. 14. All supporting documents and certificates validating the nomination, in both Arabic and English, certified by official authorities. The Remuneration and Nomination Committee will review all submitted nominations. Voting in the General Assembly for the new Board term will be limited to candidates who meet the eligibility criteria and standards set forth in this announcement. Cumulative voting will be used for the election of the Board members.
Attachment of the CMA approved resume for the nominees for board memberships in the joint-stock companies listed on the Saudi Exchange
Attached Documents    

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