The B-BBEE commission has found that MTN’s scheme did not comply with the objectives of the Empowerment Act, on the basis of a number of restrictions and limitations placed on the black shareholders. A Business Day report says the commission issued final findings and recommendations yesterday after investigating MTN’s Zakhele-Futhi empowerment scheme. According to the commission, restrictions and limitations placed on black shareholders are at odds with requirements of the codes of good practice. The commission issued recommendations to address defects of the MTN Zakhele-Futhi scheme. These include changes in governing documents, such as the memorandum of incorporation and the relationship agreement to grant black shareholders effective rights, control, participation and economic benefits regarding their stakes. The remedial recommendations also call for the black shareholders to be able to nominate representation on the board of MTN and to remove the veto rights that MTN has in respect of the trickle dividend and the general dividend that would flow to black participants. MTN Zakhele-Futhi should be able to appoint its own chair of the board and board members, who need not be MTN appointees or nominees. In addition, specific officials and members of the board of MTN are required to undergo training on B-BBEE and corporate governance. This training must be extended to fiduciaries of MTN Zakhele-Futhi as the shareholders representing the multitudes of black participants who subscribed to the shares, at the cost of MTN. The Business Day report says MTN is also expected to develop and submit a compliance programme to ensure future compliance with the empowerment legislation, and to seek prior advice from the commission regarding any ownership scheme it may wish to implement in the next two-year period.