Tribunal sacks four directors from the board of Premium Pension on ground of being politically exposed

Tribunal sacks four directors from the board of Premium Pension on ground of being politically exposed

The nominating shareholders and board of Premium Pension Limited has been ordered by an abitration tribunal to procure the resignation or removal of four directors from its board whom it considers to be politically exposed individuals.

The company has 30 days to comply with the order of the tribunal which ruled on Monday May 25, 2026.

The Tribunal was chaired by Olusola Adegbonmire, FCIArb, with Bayo Ojo, SAN, CON, FCIArb, and Chikwendu Madumere, FCIArb, as co-arbitrators. Madumere issued a minority opinion dissenting from parts of the majority findings.

Following the award, solicitors of the complainants have formally written to the Company Secretary of Premium Pension Limited and also served the National Pension Commission (PENCOM) and Corporate Affairs Commission, demanding immediate compliance with the Arbitration Tribunal’s orders removing the affected directors from office.

Specifically, the Tribunal held that Mohammed Abdullahi Abubakar, SAN (former Governor of Bauchi State and APC gubernatorial candidate), 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) are Politically Exposed Persons (PEPs), and that their nomination, appointment, and continued service as directors of Premium Pension Limited contravene Clause 5.1 of the applicable Shareholders’ Agreement.

One particularly significant aspect of the award is the Tribunal’s extensive discussion of the definition and treatment of Politically Exposed Persons (PEPs).

The Tribunal relied on the Money Laundering (Prevention and Prohibition) Act 2022, FATF Guidance, the ⁠International AML standards, and the global banking practice and held that PEP status is not limited only to current office holders but extends to former holders of prominent public office where influence, access, and governance risks persist.

The Tribunal expressly rejected the respondents’ argument that former governors, retired Generals, former Heads of Service, and former CEOs of government-owned entities automatically cease to be PEPs merely because they have left office.

Leading to the tribunal’s award was a prolonged struggle involving governance disputes, political influence, shareholder oppression, and sustained attempts to frustrate the claimants legitimate investor and contractual rights under the company’s Shareholders’ Agreement.

The dispute eventually proceeded to arbitration under the Arbitration and Mediation Act 2023 between Muhammed Jubrin Barde, Fendo Investments & Properties Ltd, Olive Lime Ltd, and Afric Capital Ltd as Claimants, against certain shareholders and directors of Premium Pension Limited, including Mohammed Inuwa Yahaya (Current Governor of Gombe State), Zaina Nigeria Limited, company owned by Senator Danjuma Goje, Former Governor of Gombe State and serving senators, as well as Adama Inuwa, wife of Senator Ibrahim Dankwambo, former Governor of Gombe state and serving senator.

At the centre of the dispute was the refusal of the Respondents to allow the Claimants exercise their contractual right of first refusal in the acquisition of shares in Premium Pension Limited, despite the clear provisions of the 2014 Shareholders’ Agreement.

The Claimants alleged that certain powerful interests within the company used their majority position and influence on the Board to frustrate and suppress the Claimants’ legitimate shareholder rights.

Ironically, many of the parties involved are from the same state and region as the lead Claimant, yet they preferred and insisted on selling their shares to outsiders from another part of the country rather than allowing their own kinsman and business associate acquire them in accordance with the governing agreement. The Claimants further argued that beyond the legal provisions of the Shareholders’ Agreement, even basic commercial fairness and natural equity dictate that one should first offer such interests to an existing stakeholder and neighbour before transferring them to outsiders.

The Tribunal made several important findings, including:

1. That the Claimants had the requisite locus standi and jurisdiction to bring the claims. 2. ⁠That although the Tribunal did not invalidate SHA 2017 entirely, it found that four directors of Premium Pension Limited were Politically Exposed Persons (PEPs) within the meaning of the Shareholders’ Agreement and therefore prohibited from serving as directors of PPL.