Hagens Co is a specialist scheme insurance provider throughout the Italy and All over the world. We understand that choosing who to place a scheme with is a big decision for brokers. Therefore, we can work with you to ensure all your queries are answered and we can create a product suited to your needs.

We understand the importance of having unique and innovative insurance products to our brokers. Therefore, our specialist scheme underwriters can create products that suit your customers needs. Whether these or new products, or just adapting one of our current products.


Business Conduct
Social responsibility principles have become more and more integrated in company policy and business activities, in turn leading to the increasing importance of business ethics in our governance system.

For us, being sustainable means above all managing our core activities in line with the principles set out in the group code of conduct,  serving to assure our clients and various stakeholders that all our staff and contractual partners will behave ethically and responsibly.

But it also means seeking constant improvements along the entire value chain, to combine business requirements with satisfying the needs and expectations of stakeholders who support and/or contribute to our success, as part of a process of shared value creation.

The Charter of sustainability commitments is our guide to this path of continual improvement, setting out the areas where we will concentrate our efforts. The charter provides a framework for managing the themes seen as most important for Hagens Co and its stakeholders (and therefore included in the materiality matrix) by setting out specific objectives and targets whose achievement must be monitored using appropriate indicators.

The Company encourages employees and third parties working with the Group to report any problems associated with breaches of the Code of Conduct or potentially critical situations (so called whistle-blowing procedure).
The channels of communication to report critical situations are listed in the Code of Conduct’s section.


Corporate Governance System
Our corporate governance system has evolved over the years and is focused on creating value in the medium to long term.

In 2012, we took a further step forward in bringing our governance in line with international best practices, to make governance of our company more efficient and effective overtime. We began the process in 2010 and intend to continue down this road.

Hagens Co’s governance structure
Hagens Co adopted the traditional Italian system:

•    Shareholders’ Meeting: a corporate body that expresses the wishes of shareholders through resolutions
•    Board of Directors: responsible for strategic management in pursuit of the corporate purposes and for supervising the implementation of the strategic guidelines
•    Board of Statutory Auditors: responsible for ensuring compliance with the applicable laws and regulations and the articles of association as well as management control

We engage an auditing firm to audit our accounts.


Corporate Governance Report
The corporate governance and share ownership report provides detailed information on the company, its governance structure, ownership, internal control and risk management systems, and all other relevant information.

Hagens Co’s governance principles are in line with the laws and regulations in force in Italy, as well as international best practices and the recommendations of the Italian Corporate governance code.

Hagens Co publishes its Corporate governance and share ownership report on an annual basis, providing information on corporate bodies, their composition, term in office, operations, powers and responsibilities, and all other information relevant to the corporate governance structure. The document also contains other information and personal details on the company officers, including a brief but detailed personal and professional profile for each of them.

The Report also provides information on the rules for managing confidential information and transactions with a significant impact on the company’s profitability, assets and liabilities or financial position, or transactions with related, atypical or unusual parties.

Finally, the Report provides information on internal dealing (i.e. transactions by people with access to inside information), on the organisation and management model adopted, the composition of the corporate centre and, lastly, on the current auditing firm.


Organisational and Management Model
We have adopted an Organisational and Management Model that sets out rules of conduct and the monitoring that must be adopted to prevent the risk of committing the crimes provided for by Legislative Decree no. 231/2001 and to exclude or limit the consequent administrative liability of the Entity.

In addition, we have appointed a Supervisory Board to oversee the functioning and effective implementation of the Model.

In particular, the Model, approved by the Board of Directors, consists of a General Section and a Special Provisions Section.

The General Section explains the rationale and principles of Legislative Decree no. 231/2001, the governance model, the internal monitoring and risk management system and outlines the components of the Model, including the role of the Supervisory Board.

The Special Provisions Sections refer to the families of crimes envisaged by the Decree and considered relevant with respect to the sensitive activities performed by the Company. The Sections also link each process with the general principles of conduct to which the Model Addressees must adhere, and the specific monitoring principles (internal rules) identified to prevent the commission of the crimes identified.

The method used to prepare the Model takes into account the most significant case law, the best practices for applying the Decree, and the category guidelines.


Diversity Policy
Hagens Co recognises and embraces the benefits of diversity at all levels of the Group, including Corporate Bodies, and in all aspects, including gender, age, ethnicity, geographical origin, cultural identity, qualifications, skills, educational and professional background, tenure, disability and sexual orientation.

This Policy, updated by the Board in June 2020, in the frame of its ordinary periodic review process, defines and formalises the criteria and tools adopted by Hagens Co to ensure a diversified and inclusive composition of its Corporate Bodies (Board of Directors and Board of Statutory Auditors).

The Diversity Policy defines the criteria and implementation methods adopted by Hagens Co to ensure diversify and inclusive composition within the Corporate Bodies, in line with applicable laws and regulations, the Articles of Association, internal regulations and international best practices. The Policy provides also illustrative and non-binding guidelines on relevant aspects regarding diversity, in terms of diversity of skills and variety of viewpoints of the members of the Corporate Bodies relevant also for the quality of decision-making processes.


Board Role, Functions and Activity
The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

The responsibilities allocated to the Board of Directors include:
•    Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.

•    Proposing the allocation of profit shown in the financial statements and the distribution of dividends.

•    Resolutions relating to mergers, in the cases allowed by law, opening or closing of secondary premises, and amendments to the terms of the Articles of Association and General Meeting Regulation if they become incompatible with new mandatory legislative provisions.

•    Resolutions on the commencement or termination of operations in individual business sectors.

•    Appointing the General Manager, establishing their powers and duties and revocation.

•    Taking decisions on the criteria for management and coordination of the Group companies and implementation of instructions.

•    Resolutions on the other matters that by law may not be delegated.

•    On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives.

•    Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest.

•    Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.
As regards accounting documents, the responsibilities of the Board of Directors under the law and the Articles of Association include preparation of:
•    the annual financial report;
•    the half-yearly financial report as at 30 June of each year and, if envisaged, quarterly financial disclosures.

The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.