12. The Centre shall assume the defence of any director of the Centre prosecuted by a third person for an act done in the performance of his duties and shall pay the damages, if any, resulting from that act, unless the director has committed a grievous offence or a personal offence separable from the performance of his duties.
Notwithstanding the foregoing, in a penal or criminal proceeding, the Centre shall assume the payment of the expenses of a director of the Centre only if he had reasonable grounds to believe that his conduct was in conformity with the law or if he has been discharged or acquitted.