(1) Subject to subsection (2) and any limitations in its memorandum or articles, an international business company may indemnify against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative, or investigative proceedings any person who—
(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was its director, officer or liquidator;
(b) is or was, at the request of the international business company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.
(2) Subsection (1) applies only to a person referred to in that subsection if the person acted honestly and in good faith with a view to the best interests of the international business company and, in the case of criminal proceedings, the person has no reasonable cause to believe that his or her conduct was unlawful.
(3) The decision of the directors of an international business company as to whether the person acted honestly and in good faith and with a view to the best interests of the international business company and as to whether the person had no reasonable cause to believe that his or her conduct was unlawful is, in the absence of fraud, sufficient for the purposes of this section, unless a question of law is involved.
(4) The termination of any proceedings by any judgement, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith, and with a view to the best interests of the international business company or that the person had reasonable cause to believe that his or her conduct was unlawful.
(5) If a person referred to in subsection (1) has been successful in defense of any proceedings referred to in subsection (1), the person is entitled to be indemnified against all expenses, including legal fees, and against all judgements, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings.