When a trust instrument requires a protector's consent before trustees can act, does the protector simply check that the trustees' decision is lawful and rational, or can the protector form its own independent view on whether the proposed course of action serves the beneficiaries' interests?

These two competing positions have become known as the "Narrow Role" and the "Wider Role." Under the Narrow Role, the protector satisfies itself only that a reasonable and properly informed body of trustees could  lawfully take the decision in question and, if so, must consent. Under the Wider Role, the protector may decide for itself whether to consent by reference to its own assessment of the beneficiaries' interests and the merits of the proposal, even where the trustees' decision is perfectly rational. This debate, which has divided courts and commentators across trust jurisdictions, has now been squarely addressed by the Privy Council in A and 6 Others v C and 13 Others  (Bermuda) [2026] UKPC 11.

The case arose from a group of family settlements, many of which had been amended in the early to mid-1990s. Those amendments introduced common-form protector provisions requiring the protector's prior written consent for two categories of high-impact decision: capital appointments and dealings with (including the voting of) what were called "Specified Securities" (primarily a large, coordinated shareholding in a family operating company).

The trustees proposed a substantial reorganisation that would allocate the trusts' aggregate assets between two family branches in a broadly two-thirds to one-third split. The protectors, having been consulted, indicated they were minded not to approve the proposal. Their objection was not that the trustees' proposal was unlawful or irrational, but rather that, in their own independent assessment, the proposal did not best serve the beneficiaries' interests. This distinction went to the heart of the dispute: under the narrow view, if the protectors could only withhold consent on the basis of the legality and rationality of the trustee’s proposed action, and there were no legality or rationality concerns in this proposed split, then the protector’s objection had no proper basis; whereas, under the wider view, if the Protector’s could bring their own judgment to bear on the merits, it did have proper basis.

The trustees responded by seeking the Bermuda court's blessing under Public Trustee v Cooper jurisdiction and, subsequently, a declaration on the proper scope of the protector's role. At first instance, Justice Kawaley held that the protector possessed only the Narrow Role. The reasoning emphasised the trustees' paramount substantive powers, the ancillary character of the consent requirement, the unanimity requirement among joint protectors, and concerns that a Wider Role would create duplication and deadlock. The Court of Appeal for Bermuda affirmed, describing the protector as a "watchdog" whose function was to supervise trustee legality and rationality rather than to substitute its own independent judgment.

The appeal to the Privy Council squarely presented the same binary choice. One branch of the family contended for the Wider Role; the other urged the Narrow Role. The trustees and protectors remained neutral.

The Board's reasoning proceeded in two stages. First, it addressed the correct analytical framework. Second, it applied that framework to the particular trust instruments before it.

The Board's starting point was to reject the premise that courts must choose a single, universal "default role" for protectors in the abstract. Instead, the proper question is always one of construction: what constraints, if any, does the particular trust instrument impose on the protector when exercising a power of consent, bearing in mind any constraints imported by the general law?

On that footing, the Board reasoned that where one party is required to obtain another's consent before acting, the consent requirement creates, in the latter, a power of veto. Absent express or statutory qualifications, that veto is unconstrained save, perhaps, by an obligation of good faith. The law does not generally imply a reasonableness or rationality limit into a consent power. This is an important point of principle: the burden falls on the party arguing for a narrower construction to identify something in the instrument, or in the applicable law, that cuts down the apparent breadth of the power. The Board reinforced this by stressing that any restriction on the apparent breadth of a grant of power must find its anchor in the words used in the trust instrument, read in context, rather than in general impressions about institutional roles or policy concerns about efficiency. Applying that principle, the Board found there was "simply no peg on which to hang the Narrow Role."

The Board's conclusion emphasised that, in contrast to "trustee", the term "protector" is not a term of art that carries a fixed legal role across instruments but one that is dependent upon the text and context of the particular deed.

The Board's reasoning rests on a general principle of construction, and was informed by three specific features of the protector provisions in the trust instruments before it.

First, the protectors had powers to release, extinguish, or restrict any of their powers, and could waive the consent requirement either generally or in relation to specific matters, even retrospectively. This is a significant pointer towards the Wider Role. If the settlor had intended the protector to serve as a "watchdog," it would be difficult to explain why the settlor would allow that watchdog to abdicate its supervisory function, whether permanently or on an ad hoc  basis. The power to waive consent makes far more sense if the protector's function is understood as a merits-based check that the protector may, in its judgment, choose not to exercise on a given occasion.

Second, where there was more than one protector, unanimity was required for consent to be given. However, if unanimity could not be achieved, the trustees were free to proceed, provided they first consulted each protector and took their views into account before reaching a final decision. It makes good sense if protectors are expected to bring their own independent judgment to bear on the merits: reasonable people may disagree on whether a particular proposal best serves the beneficiaries, and the fall-back mechanism sensibly allows the trustees to proceed. By contrast, the mechanism makes rather less sense under the Narrow Role. If the protectors' function is simply to certify legality and rationality, then the trustees would not be required, by deed, to individually consult each protector in order to consider each view.

Third, the consent requirement applied only to a limited and carefully chosen set of high-impact decisions: capital appointments and dealings with designated securities, including voting rights. The selectivity is telling. These are precisely the sort of decisions where a settlor might want an additional, merits-based check by a trusted person with knowledge of the family and its commercial interests.

Taken together, these three features formed a coherent picture. They pointed consistently towards a protector who was intended to exercise independent judgment on the merits of specific, high-stakes decisions, as per the trust instrument.

The decision thus makes clear that outcomes will continue to turn on construction of specific terms and that settlors and their advisers remain free to draft for narrower or broader protector consent roles expressly if that is their intention.