2. Memoria constructiva
2.7 Sistema de acondicionamientos e instalaciones
2.7.11 INSTALACIÓN DE SANEAMIENTO
The Supervisory Board thanks the Executive Committee and all QIAGEN’s employees for their significant contributions to QIAGEN’s success in 2008. In addition, we would also like to thank our partners and customers for their commitment and their trust in QIAGEN.
2008 was a very successful year for the Company, where we significantly increased our technology and market leadership in sample and assay technologies in all our customer segments. Very important milestones in 2008 were the acquisitions of Corbett Life Science Pty. Ltd and the BioSystems business from Biotage AB. The acquisi- tion of Corbett provided us with the world’s first rotary real-time PCR cycler system, an excellent complement to
QIAGEN’s portfolio of current and future molecular testing solutions, including our modular processing platform QIAsymphony. The acquisition of Biotage’s BioSystems business added a fundamental technology in next genera- tion sequencing, Pyrosequencing for applications including Epigenetics in research and molecular diagnostics as well as multiplex analysis in genetic and pathogen detection. The successes reported in this annual report reflect how we further implemented our growth strategy which is based primarily on organic growth complemented by targeted acquisitions.
The Supervisory Board exercised supervision over the Managing Board’s policies and business conduct through- out the financial year. Acting in the best interests of the Company and its business and consistent with past prac- tice, the Supervisory Board monitored the Company’s activities, including its strategic, economic, and market developments, R&D investments, acquisitions and alliances, and human resources management.
In particular and as defined by the Dutch Corporate Governance Code, the Supervisory Board discussed the corporate strategy, the risks of the business and the result of the assessment by the Managing Board of the struc- ture and operation of the internal risk management and control systems as well as any significant changes thereto. In addition, the Supervisory Board discussed its current and desired profile, composition and competence as well as its performance and that of its individual members. In its discussions, the Supervisory Board came to the conclusion that the Managing Board and the Supervisory Board functioned properly and that its current profile, composition and the competence of its members are appropriate.
The Supervisory Board further reviewed the performance of the Managing Board and the performance of its indi- vidual members with and also in the absence of the members of the Managing Board. Through its Compensation
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Committee, the Supervisory Board executed and monitored compliance with the Company’s Remuneration Policy approved by the Annual General Meeting held on June 14, 2005.
Compensation of the members of the Managing Board consists of a fixed salary and variable components. Variable compensation includes one-time and annual payments linked to business performance (bonuses), as well as long-term incentives containing risk elements, such as stock options or other equity-based compensation as well as pension plans. The Remuneration Policy and the various aspects of the compensation of the Managing Board are described in greater detail in the Remuneration Report and published on the Company’s website. Information on the Company’s activities was communicated by the Managing Board to the Supervisory Board through regular meetings and business reports. The Supervisory Board has appointed an Audit Committee, a Compensation Committee and a Selection and Appointment (Nomination) Committee from among its members and can appoint other committees as deemed beneficial. The Supervisory Board has approved charters pursuant to which each of the committees operates. The charters are published on QIAGEN’s website. Further detailed information on the composition of the Supervisory Board and its committees, the number of committee meetings and the main items discussed, the independence of its members and their remuneration as well as other informa- tion on the Supervisory Board can be found in the Corporate Governance Report which is an integral part of this Annual Report.
The Supervisory Board met five times during the course of 2008 with regular attendance of the members of the Managing Board. We are pleased to report very high attendance at our meetings – none of the members of the Supervisory Board has been frequently absent from the Supervisory Board meetings in 2008. The personal data and other board positions held by the members of the Supervisory Board are set forth in the Corporate Gover- nance Report. All members of the Supervisory Board fulfil the independence criteria as defined by the Market- place Rules of the NASDAQ Stock Market and the Dutch Corporate Governance Code, with the exception of Dr. Metin Colpan, due to his former position as CEO of the Company. Additional information on how the duties of the committees of the Supervisory Board have been carried out in the financial year 2008 can be found in the Corporate Governance Report.
QIAGENN.V. is a company under the laws of the Netherlands and has an international network of subsidiaries. The Supervisory Board follows the principle of increasing shareholder value to further represent the interests of all shareholders and has always placed the highest standards on its Corporate Governance principles. QIAGEN
is committed to a corporate governance structure that best suits its business and stakeholders, and that complies with relevant rules and regulations. Since 1997, QIAGEN has endorsed the 40 recommendations made in the report of the Netherlands’ Committee on Corporate Governance, which was replaced by the Dutch Corporate Governance Code effective January 1, 2004. It is the Company’s policy to follow the guidelines of Good Prac- tice of Corporate Governance as described in the Dutch Corporate Governance Code, although some minor deviations may result from effects such as legal requirements imposed on QIAGEN, or industry standards.
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QIAGEN is also subject to the rules regarding Corporate Governance set by NASDAQ, where the Company’s common shares have been listed since 1996. In addition, QIAGEN has adopted the standards set by the Cor- porate Governance Code of Germany, where the Company’s common shares have been listed since 1997.
QIAGEN provides detailed disclosure regarding compliance with the German and the Dutch Corporate Gover- nance Code in the Corporate Governance Report.
All Company operations are believed to be carried out in accordance with legal frameworks, including Dutch Corporate Law, U.S. Federal Securities Law and Regulations, and the laws of the German capital market, in par- ticular the Wertpapierhandelsgesetz. The common shares of the Company are registered and traded in the Unit- ed States of America on the NASDAQ Global Select Market and in Germany on the Frankfurt Stock Exchange in the Prime Standard segment. Shareholders in the United States and in Europe hold the majority of the Company’s shares. The Company has used its funds to fuel internal growth and to finance acquisitions. The Supervisory Board proposes to retain 2008 earnings to address these goals. We strongly believe that this policy of increasing share- holder value benefits our shareholders.
In this Annual Report, the financial statements for the year 2008 are presented as prepared by the Managing Board, audited by Ernst&Young LLP (Independent Registered Public Accounting Firm), and examined and ap- proved by the Supervisory Board.
The term of office of the members of the Supervisory Board expires as of the close of the Annual General Meet- ing of Shareholders of QIAGEN N.V. to be held on June 24, 2009. Prof. Dr. Detlev H. Riesner, Dr. Werner Brandt. Dr. Metin Colpan, Erik Hornnaess, Prof. Dr. Manfred Karobath, and Heino von Prondzynski will stand for re-elec- tion. Prof. Dr. jur. Carsten P. Claussen has agreed to continue to serve as Special Advisor and Honorary Chairman. The Supervisory Board proposed during the joint meeting of members of the Supervisory Board and Managing Board that the members of the Managing Board be re-elected at the Annual General Meeting of Shareholders on June 24, 2009.
Venlo, the Netherlands, April 2009
Prof. Dr. Detlev H. Riesner Chairman of the Supervisory Board Letter from the Managing Board
QIAGEN – The Executive Committee QIAGEN’s Common Shares Molecular Diagnostics Pharmaceutical Industry Life Science Research Financial Statements
Report of the Supervisory Board Corporate Governance