Local Government Lawyer Insight December 2018 LocalGovernmentLawyer 38 • Clarity on directors’ roles and responsibilities and potential for personal liability; • Insurance and indemnity arrangements; • Information governance and GDPR requirements; • Assessment of any tax and VAT implications; • Staff and pension issues; • Potential competition law issues; • The impact of the Local Authorities (Companies) Order 1995; and • Don't forget the need for a legal review of the business case and "critical friend" challenge of the assumptions. It is important to avoid conflicts of interest between those who sit on the board of an alternative delivery vehicle and those taking decisions about that vehicle from within the authority. Whilst some conflicts are inevitable there may be a need for protocols to ensure that proper declarations are made by individuals at the relevant time covering appropriate requirements. Another key consideration is the expectation that the authority will retain certain controls over the operation of the alternative delivery vehicle. As well as agreeing an annual and longer term business plan, we would normally expect to see a list of "reserved matters" where decisions are required by the parent(s) as well as the board of the alternative delivery vehicle. Authorities often like to put in place appropriate governance to enable decisions on reserved matters to be taken quickly so as not to impede the business of the alternative delivery vehicle. This may involve delegation of functions (usually executive) to a cabinet member or to a "shareholder committee" of the cabinet (or relevant committee in an authority that does not have executive governance). Whether procured or not it will be important to ensure that there is clarity over the appropriate documentation between the authority and the alternative delivery vehicle, whether owned and controlled by the authority or established on a joint venture basis. At a high level those roles and responsibilities can be captured along the lines outlined in the table (p37). When we establish alternative service delivery vehicles we would normally expect officers to be on the board of those vehicles, rather than members, however, such matters remain decisions for local choice. Although establishing a "client function" may sound "old-hat", over-bureaucratic or even grandiose, someone within the authority needs to have the role of monitoring what the vehicle does and reporting when expectations are not being met. This client role is important to evaluate the ultimate success or otherwise of any alternative delivery vehicle and, where necessary to put in place alternative arrangements, should delivery not be successful. The client would then oversee the exit strategy, preferably agreed in Unless authorities invest in the Place and promote growth, the prospect of a self-inflicted downward economic spiral increases, particularly with the uncertainties of Brexit. With a positive mind-set and collaboration as appropriate with partners there are significant opportunities to control the future destiny of an area.