“Politically Exposed Persons Ineligible” — Arbitral Tribunal Orders Removal Of Four Premium Pension Directors From Board

A three-member arbitral tribunal has ordered the removal of four directors of Premium Pension Limited (PPL).

It held that they are Politically Exposed Persons (PEPs) and therefore ineligible to serve on the company’s board under the provisions of its Shareholders’ Agreement.

The decision is contained in a final arbitral award delivered on May 25, 2026, in a dispute involving shareholder and investor Muhammad Jibrin Barde and three companies – Fendo Investments & Properties Ltd, Olive Lime Ltd and Afric Capital Ltd.

The tribunal, chaired by Mrs. Olusola Adegbonmire, with Chief Bayo Ojo and Dr. Chikwendu Madumere as members, ruled that the claimants had the legal standing to institute the action and that the arbitral panel had jurisdiction to hear and determine the dispute.

While the award was issued by a majority of the tribunal, Dr. Madumere reportedly expressed a dissenting view on some aspects of the decision.

The dispute arose from disagreements among shareholders over the ownership and transfer of shares in Premium Pension Limited, one of Nigeria’s pension fund administrators.

Barde, who is said to hold about 40 per cent equity in the company, alleged that certain shareholders failed to honour his contractual right of first refusal after indicating their intention to sell their shares.

According to the claimants, the shares were instead proposed for sale to a third party who was not an existing shareholder, contrary to the provisions of the company’s Shareholders’ Agreement.

They argued that the action violated their contractual rights and the governance framework governing the company.

The matter was subsequently referred to arbitration under the Arbitration and Mediation Act 2023.

In its findings, the tribunal held that four directors of Premium Pension Limited fall within the category of Politically Exposed Persons under the company’s 2017 Shareholders’ Agreement and are therefore disqualified from serving on the board.

The affected directors are former Bauchi State Governor Mohammed Abdullahi Abubakar (SAN), retired Major-General Bitrus V.T. Kwaji, Arc. Sale M. Yunusa and Bappayo Yahaya.

The tribunal found that their nomination, appointment and continued service as directors contravened Clause 5.1 of the Shareholders’ Agreement, which restricts Politically Exposed Persons from occupying positions on the board.

Consequently, the tribunal directed the respondents to take all necessary steps within 30 days to secure the resignation, withdrawal or removal of the affected directors from the board of Premium Pension Limited.

The panel also dismissed a counterclaim for damages filed by the respondents against the claimants.

A significant aspect of the award relates to the tribunal’s interpretation of the concept of Politically Exposed Persons.

In reaching its decision, the tribunal considered provisions of the Money Laundering (Prevention and Prohibition) Act 2022, Financial Action Task Force (FATF) guidelines and other anti-money laundering and corporate governance standards.

The tribunal rejected the argument that former public office holders automatically lose their PEP status immediately after leaving office.

It held that former governors, retired senior military officers, former heads of government agencies and former chief executives of state-owned entities may continue to possess influence capable of creating governance and compliance concerns in regulated institutions.

The ruling is expected to generate discussion within Nigeria’s financial services sector because of its potential implications for corporate governance practices and board appointments in regulated entities, including pension fund administrators, banks, insurance companies and other financial institutions.

Legal and industry observers note that the decision may influence how companies interpret shareholder agreements and assess the eligibility of current and prospective directors, particularly where governance provisions restrict the involvement of politically exposed individuals.

Following the award, solicitors to the claimants reportedly wrote to the company secretary of Premium Pension Limited and copied the National Pension Commission (PenCom), seeking implementation of the tribunal’s directives.

Attention is now focused on the response of Premium Pension Limited and PenCom as the 30-day compliance period begins to run.

The outcome of the enforcement process is expected to be closely monitored by shareholders, regulators and other stakeholders in the pension industry.

The case has also drawn attention because of its broader implications for shareholder rights, investor protection and compliance with governance standards in regulated financial institutions.

Industry stakeholders say the matter could become a reference point in future disputes involving board composition, shareholder agreements and regulatory compliance within Nigeria’s pension sector.

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