(a) An enterprise shall indemnify a governing person or former governing person against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person if the person is successful, on the merits or otherwise, in the defense of the proceeding, or any claim, issue, or matter in the proceeding, notwithstanding that he or she was not successful on any other claim, issue, or matter in the proceeding.
(b) A court that determines, in a suit for indemnification, that a governing person is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.