Exhibit 15.1

CELESTICA AUDIT COMMITTEE MANDATE

By appropriate resolution of the Board of Directors of the Company, the Audit Committee has been established as a standing committee of the Board of Directors
with the following Terms of Reference:

TERMS OF REFERENCE

1.PURPOSE

1.1   The Committee's purpose is to:



2.COMMITTEE MEMBERSHIP

2.1   Number of Members  The Committee shall consist of not fewer than
three Directors.

2.2   Independence of Members  Each member of the Committee shall be:



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2.3   Financial Literacy 



2.4   Accounting or Related Financial Experience  At least one member of
the Committee shall have:



These
attributes may have been acquired through any one or more of the following means:

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2.5   Annual Appointment of Members  The Committee and its Chairperson
shall be appointed annually by the Board of Directors and each member shall serve at the pleasure of the directors of the Corporation until he resigns, is removed or ceases to be a director of the
Corporation.

3.COMMITTEE MEETINGS

3.1   Time and Place of Meetings  The time and place of the meetings of
the Committee and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee; provided, however, the Committee shall meet at least quarterly.

3.2In CameraMeetings  As part of each meeting of the Committee at which the Committee recommends that the Board approve the annual audited financial
statements or at which the Committee reviews the quarterly financial statements, the Committee shall meet separately with each of:



4.OUTSIDE ADVISORS

4.1   Retaining and Compensating Advisors  The Committee may retain such
outside legal, accounting or other advisors as it may consider appropriate and shall not be required to obtain the approval of the Board in order to retain or compensate such advisors.

5.REMUNERATION OF COMMITTEE MEMBERS

5.1   Director Fees Only  No member of the Committee may earn fees from
Celestica or any of its subsidiaries other than directors fees (which fees may include cash and/or shares or options or other in-kind consideration ordinarily available to directors, as
well as all of the regular benefits that other directors receive.).

5.2   Other Payments  For greater certainty, no member of the Committee
shall accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Corporation or any subsidiary thereof.

6.DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

6.1   Financial and Related Information 



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6.2   External Auditor 



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6.3   Internal Auditor 



6.4   Risk Assessment and Risk Management  The Committee shall discuss
the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures.

6.5   Legal Compliance  On at least an annual basis the Committee shall
review with the Corporation's internal legal counsel any legal matters that could have a significant impact on the organization's financial statements, the Corporation's compliance with applicable
laws and regulations, and inquiries received from regulators.

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7.WHISTLE BLOWING

7.1   Procedure  As soon as practicable following the release of SEC
rules implementing the requirements in theSarbanes-Oxley Act of 2002with respect the procedures described in this Section 9.1, Committee shall
put in place procedures for:



8.REPORTING TO THE BOARD

8.1   Regular Reporting  The Audit Committee shall report to the Board
following each meeting of the Committee and at such other times as the Chair may determine to be appropriate.

9.EVALUATION OF COMMITTEE PERFORMANCE

9.1   Establish Process  The Committee shall follow the process
established by the Board's Nominating and Corporate Governance Committee for assessing the performance of the Committee.

9.2   Amendments to Mandate 



10.FUNDING

10.1 The Committee shall determine, and the company shall provide, appropriate funding for the payment of i) compensation to any
registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the company; ii) compensation to any
advisors employed by the audit committee under section 4 hereof; and iii) any ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its
duties.

11.LEGISLATIVE AND REGULATORY CHANGES

11.1 Compliance  It is the Board's intention that this mandate shall
reflect at all times all legislative and regulatory requirements applicable to the Committee. Accordingly, this mandate shall be deemed to have been updated to reflect any amendments to such
legislative and regulatory requirements and shall be formally amended at least annually to reflect such amendments.

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