Wide or narrow: what role does the protector play in an offshore trust?

Earlier this year, the Privy Council issued an important decision in the case of A and others v C and others [2026] UKPC 11. The decision provides helpful clarity on a long standing practical question: what role does a protector play where their consent is required for trustee decisions, but the trust deed does not explain how that consent power should be exercised?

Although the case arose in Bermuda, the decision is expected to influence trust practice across offshore jurisdictions.

What is a protector?

A protector is a person or company appointed under a trust deed to hold specific powers, including rights to approve or veto important trustee decisions.

Protectors are often used to provide comfort to the settlor and beneficiaries, act as a link between the family and the trustees and be an additional layer of oversight and accountability.

The “wide role” and the “narrow role”

Historically, there has been uncertainty about how a protector should approach their role when asked to give consent. Two competing views had developed.

• Under the “narrow role”, the protector’s function is supervisory: the protector asks whether the trustee’s decision is one that a reasonable and properly informed trustee could make and, if it is, the protector would ordinarily be expected to provide consent.
• Under the “wide role”, the protector must exercise their own independent fiduciary discretion and reach their decision as to whether consent should be given, taking into account relevant considerations and disregarding irrelevant ones.

Facts of the case

The case of A and others v C and others concerned the “X Trusts”, a group of discretionary trusts governed by English law, Bermudian law and Jersey law, and which had at least one Bermuda resident trust corporation as trustee. The trusts benefited two family branches and certain important trustee decisions required prior written protector consent, including capital appointments and dealings with specified securities. In 2017, the trustees proposed a significant restructuring which would have resulted in an unequal division of assets between the two branches. Protector consent was required for the trustee to proceed in the proposed manner. The protectors indicated that they were unlikely to approve the proposals on the basis that they were entitled to exercise the “wide role”. The Bermudian courts disagreed and held that the protectors had the “narrow role”. That decision was then appealed to the Privy Council.

The Privy Council’s decision

The Privy Council concluded that, on the wording of the trust deeds, the protectors had the “wide role”. However, this was not a general statement that applies to all protectors: the Privy Council emphasised that the protector’s role depends on the wording of the trust deed. Where a trust deed grants a protector a veto or consent power, but it does not stipulate how that power is to be exercised, the court should not assume that the protector’s role is purely supervisory. Instead, consideration needs to be given to whether the trust deed and/or general law impose any constraints on the exercise of such power.

In this case, the Privy Council held that there were provisions in the trust deeds supporting the wider role for the protectors, including:

• the ability of the protectors to release or waive their powers which would be unusual if the protectors had a narrow role of purely checking legality of trustee decisions;
• the ability of the trustees to act without obtaining the unanimous consent of any joint protectors;
• the fact that protector consent was only required for certain specified trustee decisions.

Conclusions

Scope of the decision – the decision is binding in Bermuda, but it is likely to be highly persuasive in other trust jurisdictions. In Jersey, it is broadly consistent with Re Piedmont and Riviera Trusts [2021] JRC 248, which had already adopted the wide view.

Reviewing existing trust deeds – trustees should review existing trust deeds with protector provisions to ensure that they, the settlor and protector all understand the nature and extent of the protector’s powers.
Drafting new trust deeds clearly – if the protector is intended to act only as a limited supervisory “watchdog”, or alternatively to exercise independent discretion, this should be stated expressly.

Appointment of the protector – if the protector is expected to have a more active role, due consideration should be given as to who is appointed, to ensure that the chosen protector has the required level of independence and skills.

Trustees should involve the protector at an early stage – where the protector has a wide role, the trustees should engage with them as early as possible on decisions requiring consent and maintain open communication to avoid delays or disagreements.

For further information, please contact Sanjvee Shah, Caroline Russell or your usual Wedlake Bell adviser.

This article is for general information purposes only and does not constitute legal advice or a comprehensive statement of the law. Specific legal advice should always be sought in relation to individual circumstances.

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