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An arbitral tribunal has ordered nominating shareholders and the board of directors of Premium Pension Limited to ensure the resignation or removal of four directors deemed to be politically exposed persons (PEPs), in a ruling that could reshape governance oversight within one of Nigeria’s leading pension fund administrators.
The court, which issued its ruling on May 25, 2026, gave the company 30 days to comply with the order. It held that the retention of the affected directors in service 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-referees. Madumere expressed a dissenting opinion on parts of the majority decision.
In the ruling, the court specifically identified the affected directors as Mohammed Abdullahi Abubakar, SAN, former governor of Bauchi State; Bitrus VT Kwaji, a retired general; Sale M. Yunusa, former CEO of the Urban Development Bank; and Bappayo Yahaya, former Gombe State Head of Service.
The panel found that all four fall within the definition of politically exposed persons under the applicable anti-money laundering legislation and are therefore ineligible to continue as directors under the shareholder governance rules.
It also relied on the provisions of the Money Laundering (Prevention and Prohibition) Act 2022 and Financial Action Task Force (FATF) guidelines, stressing that PEP status does not automatically lapse when people leave public office.
According to the court, former governors, retired military officers, former service chiefs and former CEOs of government-owned institutions can still maintain influence and access that pose governance and compliance risks.
The court rejected respondents’ arguments that the PEP designation should apply only to current office holders, describing such an interpretation as inconsistent with international anti-money laundering standards and global banking practice.
The dispute arose from a prolonged conflict between shareholders and governance involving allegations of shareholder oppression and the alleged denial of contractual rights under the 2014 Shareholders’ Agreement.
The appellants – Muhammad Jubrin Barde, Fendo Investments & Properties Ltd, Olive Lime Ltd and Afric Capital Ltd – had dragged some shareholders and directors before the arbitration panel under the Arbitration and Mediation Act 2023.
They claimed that their contractual right of first refusal to purchase shares in Premium Pension Limited was blocked by dominant interests within the company.
Among those interviewed were Mohammed Inuwa Yahaya, of Zaina Nigeria Limited linked to Senator Danjuma Goje, and Adama Inuwa, wife of Senator Ibrahim Dankwambo, among others.
The appellants argued that the refusal to allow them to purchase shares breached both the shareholders’ agreement and basic principles of commercial fairness.
Following the judgment, the legal representatives of the appellants wrote to the Secretary of the Premium Pension Company, while copies were also served on the National Pensions Commission (PENCOM) and the Corporate Affairs Commission, requesting immediate enforcement of the court orders.
The court held that the appellants had standing to bring the action and upheld the essential aspects of their case, but did not annul 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 oversight.
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