An arbitration tribunal has directed the nominating shareholders and board of Premium Pension Limited to secure the resignation or removal of four directors found to be Politically Exposed Persons (PEPs), in a ruling that could reshape governance oversight within one of Nigeria’s leading pension fund administrators.
The tribunal, which delivered its award on May 25, 2026, gave the company 30 days to comply with the order. It held that the continued service of the affected directors contravenes Clause 5.1 of the company’s Shareholders’ Agreement.
The panel was chaired by Olusola Adegbonmire, FCIArb, with Bayo Ojo, SAN, CON, FCIArb, and Chikwendu Madumere, FCIArb, as co-arbitrators. Madumere issued a dissenting opinion on parts of the majority decision.
In the ruling, the tribunal specifically identified the affected directors as Mohammed Abdullahi Abubakar, SAN, former Governor of Bauchi State; Bitrus V.T. Kwaji, a retired General; Sale M. Yunusa, former Managing Director of Urban Development Bank; and Bappayo Yahaya, former Gombe State Head of Service.
The panel held that all four fall within the definition of Politically Exposed Persons under applicable anti-money laundering frameworks and are therefore ineligible to continue serving as directors under the shareholders’ governance rules.
It further relied on provisions of the Money Laundering (Prevention and Prohibition) Act 2022 and guidance from the Financial Action Task Force (FATF), stressing that PEP status is not automatically extinguished when individuals leave public office.
According to the tribunal, former governors, retired military officers, ex-heads of service, and former chief executives of government-owned institutions may still retain influence and access that pose governance and compliance risks.
The tribunal rejected arguments by the respondents that PEP designation should apply only to current office holders, describing such interpretation as inconsistent with international anti-money laundering standards and global banking practice.
The dispute arose from a prolonged shareholder and governance conflict involving allegations of shareholder oppression and the alleged denial of contractual rights under the 2014 Shareholders’ Agreement.
The claimants—Muhammed Jubrin Barde, Fendo Investments & Properties Ltd, Olive Lime Ltd, and Afric Capital Ltd—had dragged certain shareholders and directors before the arbitration panel under the Arbitration and Mediation Act 2023.
They alleged that their contractual right of first refusal in the acquisition of shares in Premium Pension Limited was blocked by dominant interests within the firm.
Among the respondents were Mohammed Inuwa Yahaya, Zaina Nigeria Limited linked to Senator Danjuma Goje, and Adama Inuwa, wife of Senator Ibrahim Dankwambo, among others.
The claimants argued that the refusal to allow them acquire shares breached both the Shareholders’ Agreement and basic principles of commercial fairness.
Following the award, legal representatives of the claimants have written to the Company Secretary of Premium Pension, while copies were also served on the National Pension Commission (PENCOM) and the Corporate Affairs Commission, demanding immediate enforcement of the tribunal’s orders.
The tribunal affirmed that the claimants had the legal standing to bring the action and upheld key aspects of their case, while stopping short of nullifying the entire shareholders’ agreement.
The ruling adds a new layer to Nigeria’s evolving corporate governance and compliance landscape, particularly within regulated financial institutions where PEP-related restrictions continue to trigger boardroom disputes and regulatory scrutiny.
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