In the case of new director candidates, our Nominating and Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. Our Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. Our Nominating and Corporate Governance Committee arranges for as many members of the Nominating and Corporate Governance Committee as it determines advisable to interview each potential candidate it is considering recommending to our Board of Directors. Our Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board of Directors by majority vote.
Our Nominating and Corporate Governance Committee believes that a candidate for director should have certain minimum qualifications. Our Nominating and Corporate Governance Committee will generally consider such factors as:
possessing relevant expertise upon which to be able to offer advice and guidance to management, including public company board experience and international business experience;
the ability to read and understand basic financial statements;
having sufficient time to devote to our affairs;
a reputation for personal integrity and ethics;
demonstrated excellence in his or her field;
the ability to work effectively with the other members of our Board of Directors;
having the ability to exercise sound business judgment; and
the commitment to rigorously represent the long-term interests of the stockholders.
Notwithstanding the foregoing, our Nominating and Corporate Governance Committee reserves the right to modify these factors from time to time, taking into account the then current needs of our Board of Directors in an effort to maintain a balance of knowledge, experience and capability.
Our Nominating and Corporate Governance Committee considers and evaluates any candidate who is properly recommended by stockholders, identified by members of our Board of Directors or our executive officers, or, at the discretion of our Nominating and Corporate Governance Committee, an independent search firm.
Our Nominating and Corporate Governance Committee held 1 meeting during the fiscal year ended June 30, 2023.
Communications with our Board of Directors Stockholders and other interested parties may contact any member (or all members) of our Board of Directors (including, without limitation, the non-management directors as a group), any committee of our Board of Directors or the Chair of any such committee by mail. All such correspondence may be sent addressed to our Board of Directors, any committee or any individual director, c/o Corporate Secretary, Great Elm Group, Inc., 800 South Street, Suite 230, Waltham, MA 02453.
All stockholder communications will be opened and reviewed by the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to our Board of Directors or any group or committee of directors, the Corporate Secretary will make sufficient copies and send one copy to each director who is a member of the group or committee to which the envelope is addressed.
Nasdaq Board Diversity Rules On August 6, 2021, the SEC approved Nasdaq Listing Rule 5605(f) (the “Nasdaq Diversity Rule”) regarding board diversity. The Nasdaq Diversity Rule requires each Nasdaq-listed company to disclose its board diversity on an annual basis and, by December 31, 2023, to either have a diverse board (or explain why it does not).
As of the Record Date, we do not satisfy the diversity objective under the Nasdaq Diversity Rule. We believe that the current composition of our Board of Directors is well-balanced in skills and experience and it would not be in