Arbitration Tribunal Orders Resignation of Key Directors at Premium Pension Limited
Premium Pension Limited’s shareholders and board of directors are now mandated to act on a ruling from an arbitration tribunal, which has called for the resignation or removal of four directors identified as politically exposed persons (PEPs).
The company has a deadline of 30 days to adhere to the tribunal’s order, which was issued on May 25, 2026. This decision could significantly affect the governance structure of Premium Pension Limited.
The arbitration tribunal was led by Olusola Adegbonmire of FCIArb, alongside co-arbitrators Bayo Ojo, SAN, CON, and Chikwendu Madumere, both of FCIArb. Notably, Mr. Madumere issued a minority opinion, expressing disagreement with the majority’s conclusions.
In the wake of the tribunal’s decision, the plaintiffs’ legal team has formally communicated with the company secretary of Premium Pension Limited. They have also reached out to the National Pension Commission (PENCOM) and the Corporate Affairs Commission, insisting on immediate compliance with the arbitration ruling regarding the implicated directors.
The tribunal specifically identified four individuals—Mohammed Abdullahi Abubakar, SAN (former Governor of Bauchi State and APC Governorship Candidate), retired General Bitrus VT Kwazi, Saleh M. Yunusa (former Managing Director of Urban Development Bank), and Bappayo Yahaya (former Director of Gombe State Services)—as PEPs. The tribunal concluded that their continued service on the board is in violation of clause 5.1 of the shareholder agreement.
A key aspect of the tribunal’s ruling was its comprehensive exploration of what constitutes a politically exposed person. The tribunal referenced the Money Laundering (Prevention and Prohibition) Act 2022, guidelines from the Financial Action Task Force (FATF), international anti-money laundering standards, and established banking practices. The tribunal clarified that PEP status is not limited to those in current office, but extends to former public officials whose previous roles can still pose influence and governance risks.
The court dismissed the defendants’ argument that former governors, retired generals, and past CEOs of government entities automatically lose their PEP status upon exiting office. This decision emerged from a protracted struggle over governance, shareholder rights, and attempts to undermine the plaintiffs’ entitlements as determined by the company’s shareholder agreement.
This arbitration process unfolded under the Arbitration and Conciliation Act, 2023, involving various stakeholders, including Zaina Nigeria Limited, owned by current Gombe State Governor Mohammed Inuwa Yahaya, and former Governor Senator Danjuma Goje. They faced off against plaintiffs including Mr. Mohammed Jubrin Barde and several investment firms, pointing to deep-rooted governance issues.
A central contention of the dispute was the refusal by certain stakeholders to honor the plaintiffs’ contractual right of first refusal for acquiring shares in Premium Pension Limited as outlined in the 2014 shareholders’ agreement. The plaintiffs asserted that influential members of the board used their positions to stifle shareholder rights, preferring to sell shares to external parties rather than allow local stakeholders the opportunity to acquire them, despite the governing agreements favoring neighboring business interests.
Throughout the proceedings, the court made important determinations, including affirming the plaintiffs’ standing and jurisdiction to bring the claim. While not invalidating the 2017 shareholders’ agreement entirely, the court confirmed that the four directors subject to the tribunal’s order are indeed classified as PEPs according to the terms of the agreement and thus cannot serve on the board of Premium Pension Limited.
