FIRB Resolution No. 003-87

March 11, 1987 FIRB RESOLUTION NO. 003-87 WHEREAS, the Fiscal Incentives Review Board created under Presidential Decree No. 776, as amended by Memorandum Order No. 23, is tasked with the function of evaluating requests of Government and Private Entities for restoration of tax and duty incentives or grant of subsidies in lieu thereof pursuant to Executive Order No. 93; WHEREAS, in the performance of their duties and functions the members of the Board may be made a party or required to appear as a witness or give deposition by reason of their office; WHEREAS, the foregoing involvement would mean costs and expenses for the members of the FIRB for which indemnification provision must be made in order to ensure the effective conduct of the function of the Board; RESOLVED, That the FIRB, as it is hereby authorized, to indemnify any member against all costs and expenses reasonably incurred by such person in connection with any civil, criminal, administrative, or investigative action, suit or proceeding (other than an action by the FIRB) to which he may be, or is, made a party or required to appear as a witness or give deposition by reason of his being or having been a member of the FIRB, except in relation to matters as to which he shall be personally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. cdt RESOLVED FURTHER, That in the event of a settlement or compromise, indemnification shall be provided only in connection with such matters covered by the settlement as to which the FIRB is advised by counsel that the person to be indemnified did not commit a breach of duty as such member. RESOLVED STILL FURTHER, That the amount payable by way of indemnity shall be determined and paid only pursuant to a resolution adopted by a majority of the members of the Board. RESOLVED FINALLY, That the costs of expenses in defending or being a witness or giving deposition or testimonies in the aforementioned action, suit or proceeding may be paid by the FIRB in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided for in the preceding paragraph, upon receipt of an undertaking by or on behalf of the member of the Board to repay such amount if it is ultimately determined that he is not entitled to indemnity by the FIRB as authorized in this Resolution. (SGD.) ALFREDO PIO DE RODA, JR. Acting Secretary of Finance Chairman, FIRB