Exhibit 11.2       I act with integrity  Celestica
Business Conduct Governance


Our
  ValuesTrust andTeamwork
  
  Commitment
  
  Creativity
  
  Couragewe act as one global teamwith one vision, living our Values
  
  we deliver on our promises with integrity, respect and
  quality
  
  we strive for innovation
  
  we act courageously in the pursuit of business excellence   Introducing the BCG
  3I am ethical
  4Ethical conduct and proper disclosureI am a responsible citizen
  6Conducting our business and contributing to our
  communitiesI protect our assets
  10Safeguarding whats oursI am accountable
  12Complying with the law, accountability and violationsMy resources: Who to contact for help
  14My promise: Celestica BCG agreement
  17


A message fromCraig
  Muhlhauser  Dear
Colleagues:  At
Celestica, our reputation is our most valuable asset. While all of the great
things we do build our reputation, unethical behaviour can undermine it.  I want every Celestica employee to
be proud to work for a company that places a strong emphasis on dealing with
one another, and with our customers, suppliers, partners, shareholders and
communities, ethically and responsibly.  Celestica was founded on the strong
principles of respect for individuals, the health and safety of employees and
the protection of the environment. As we mature as an organization, Im happy
to report that our commitment to corporate social responsibility continues to
evolve.  Today, as we place an increased focus
on supporting our customers brands in the marketplace, we must continue to
demonstrate that we are a truly ethical organization.  We achieve this by living our
Values and following the business ethics outlined in our Business Conduct
Governance policy (BCG) and the Electronics Industry Code of Conduct (EICC).
Through these policies and our commitment to contributing to our communities,
we have set standards to ensure that we all do the right thing.  Each of us plays a key role in
ensuring the integrity of this organization. It is everyones responsibility to
report behaviour or actions that conflict with our ethical standards. If you
see or suspect unethical, illegal or unsafe activity, dont ignore it  let us
know. When you have questions, ask for guidance.  Remember, acting with integrity is
ultimately about ensuring that Celestica remains a place we are all proud to
work. With your help, I am confident that Celestica will continue to deserve
the trust that people place in us.  Thank you for your commitment,    Craig
Muhlhauser President
and Chief Executive Officer  1


A message from theChief Compliance Officer  Compliance and ethics are everyones business  At
Celestica, we take the business of integrity very seriously. Thats why we want
to ensure that all Celestica employees have access to information that outlines
our companys expectations in this area, as well as to resources that help us
understand our role in maintaining Celesticas high ethical standards.  Our BCG policy sets the guidelines
for our behaviour at work. As Celestica employees, we are all required to
ensure our compliance with the policy by reading and renewing our commitment to
it every year.  Of course, decisions or situations
that involve legal or ethical issues are often complex and sometimes unclear.
You may face situations at work where the right choice isnt obvious. For
example, you might feel a co-workers behaviour is damaging our companys
reputation, but are not comfortable confronting him/her. Thats why we have
several options available to us for reporting concerns or asking questions.  You can talk about the situation
with your manager or call the Ethics Hotline to report the incident. If you
have questions about our BCG policy or our ethics and compliance program, dont
hesitate to contact me at (416) 448-2477 or compliance@celestica.com.  I am here to support you in your
commitment to ethical conduct and in making informed decisions.  Thank
you for helping me to make Celestica a great place to work.     Todd
Melendy Chief
Compliance Officer  2


Introducing
the BCG  At
Celestica, we promise to be solid partners who deliver informed, flexible
solutions that enable our customers success. To deliver on this promise, I
must act with integrity and deal with my colleagues, and with our customers,
suppliers, partners, shareholders and communities, ethically and responsibly.  This BCG policy describes Celesticas
approach to doing business and describes the ethical and legal standards that I
as a Celestica employee am expected to commit to. This commitment is more than
a source of pride  it is central to who we are. The BCG identifies policies to
help me live up to these expectations, gives examples of what the policies mean
and tells me when to ask questions, where to go for help, and why ethical and
legal conduct is important.  3


I am ethical  Ethical conduct and proper
disclosure  As a Celestica
employee, I understand that the BCG requires me to:  ·Earn customer loyalty by delivering on my promises  ·Obtain and conduct business legally and ethically  ·Make business decisions based on Celesticas best interests  ·Report business conduct concerns immediately  ·Obey the law  Ethics
are a key part of our values system at Celestica. Acting ethically means doing
the right thing. We all want to do what is right, for ourselves and for
Celestica. The BCG helps guide me by defining my responsibilities to Celestica
and my colleagues, customers, suppliers, governments and communities.  I act with integrity  I
know that everything I say and do impacts my reputation  and Celesticas. I
understand that if my actions negatively affect Celesticas interests and
reputation, I may be subject to disciplinary action, up to and including
dismissal. I am committed to upholding our Values and policies, including the
BCG. I am honest and fair in my dealings with colleagues, customers,
competitors and the community.  I speak for myself, not Celestica  I
know that I should never make public statements about Celestica by speaking
with the media or through internet-based social networking tools unless I am
authorized to do so. If I am not authorized to speak publicly on Celesticas
behalf, I understand that I should direct any questions or inquiries from the
media or others to the Communications Department.  I support a positive work environment  Celestica
is a great place to work when we all contribute to a safe, clean, healthy and
secure environment. We are all accountable for ensuring that our culture is
free from discrimination and harassment based on race, colour, religion, sex,
citizenship and/or origin, age, disability, sexual orientation, marital status
or other factors. I understand that Celestica has zero tolerance for sexual
advances,  4


actions,
comments or other behaviour in the workplace that intimidates or offends. When
I observe or experience any of the behaviours and activities listed above, I
know that it is my duty to report it immediately. I understand that if I
violate the BCG, I may be subject to disciplinary action, up to and including
dismissal.  I ensure our financial integrity  As
a public company, Celesticas records and accounts must conform to our required
accounting principles and system of internal controls. I never make false or
misleading entries in any financial books, records and accounts. I fully
cooperate with all audits and investigations internally or as requested by
external auditors and regulators and provide truthful and accurate information.
I never conceal, alter or destroy documents or records that have been lawfully
requested or are required as part of an investigation.  I make accurate and honest reports  Ensuring
accurate and complete business and financial records is not just a role for
accounting and finance employees. At Celestica, the accuracy of records  from
time records and expense reports to benefits claims forms and resumes  is
everyones responsibility. When I keep accurate records and make honest
reports, I support Celesticas reputation and help ensure that we meet our
legal and regulatory obligations. I understand that providing inaccurate or
misleading information could lead to civil or criminal action against Celestica
and me.  Dishonest reporting looks like...  Sue
attempted to obtain medical coverage for her adult children by submitting a
form claiming that her children were full-time students. In fact, her children
were no longer students. By submitting a falsified claim, Sue is acting
unethically and is defrauding the company.  Discrimination looks like...  Dave,
a hiring manager, has interviewed several candidates for an open position. Beth
is the most qualified candidate on the list, but Daves department is all male.
Dave is concerned about bringing a woman into a male-dominated environment and
decides not to hire her. Daves decision not to hire based on gender violates
employment laws and the BCG.  5


I am a responsible citizen  Conducting our business and
contributing to our communities  I never discuss
confidential Celestica information with competitors or make agreements to:  ·Fix prices  ·Share information about pricing, profit margins, costs, sale
terms, customers, promotions, discounts, marketing or strategic plans  ·Divide sales opportunities or territories  ·Not solicit each others customers  ·Not sell a particular product or service  ·Fix a competitive bidding process, or  ·Boycott a particular supplier or vendor  I am committed to fair dealing  At
Celestica, we deal with a broad variety of people and organizations  from
customers to suppliers to educational institutions, governments and the
community. Everyone I do business with or have contact with is entitled to fair
treatment, including competitors. I know that clear and honest communication is
the key to ethical behaviour and building sound, lasting relationships within
Celestica and with our external partners. I never misrepresent myself or
Celestica to anyone.  Our Values recognize our suppliers
as part of our team. That means I treat all of our suppliers equally and
fairly, never exerting my influence to gain special treatment by or for a
particular supplier. Our commitment to a fair selection process gives our
suppliers confidence in our integrity and helps us maintain positive
relationships with them.  I respect the rights of competitors  At
Celestica, we believe in fair and open competition. While we compete
aggressively, we comply with applicable antitrust and competition laws wherever
we do business. I respect the rights of our competitors and deal fairly with
them. I do not engage in unfair or illegal trade practices. I uphold Celesticas
policy to market our products and services on their merits, never disparaging
our competitors, their products or services. I avoid false or misleading
statements.  In some cases, a company may be a
competitor as well as a customer or supplier. And from time to time, I may meet
with, talk to and attend the same industry events as our competitors. I take
extra care with these relationships and situations.  6


I understand Celesticas policies on bribes and gifts  Our
policies, as well as the laws of most countries where we do business, forbid us
from making or accepting bribes for any purpose. Examples of bribes include
direct cash payments, kickbacks, or invoices for disguised expenses.  We base our decisions to purchase
products and services from vendors, suppliers and others on criteria such as
quality, price and reliability and expect that our customers will buy our
products and services on the same basis. I understand that giving or receiving
gifts and entertainment can potentially affect objectivity and judgment. I may
give or accept gifts, meals, services and entertainment if they:  ·Are relatively infrequent and not excessive in value ·Comply with applicable laws and are consistent with
customary business practices or courtesies ·Will not place me under any obligation to the person who
gave the gift ·Do not include cash ·Are never given to, or received from, any government
official  Its
not always easy to define what is appropriate or not excessive when it comes
to giving and receiving gifts. In these situations, I use my good judgment and
ask myself the following questions:  ·Does the person to whom Im planning to give a gift have a
workplace policy that would prohibit it? When in doubt, I check. ·Does it seem right? If not, I dont take it, dont give it,
or I ask for guidance in advance. ·In some countries, returning or refusing a gift would be
offensive.  If this occurs, I should
accept the gift and immediately consult a manager for guidance on how the gift
should be treated.  7


Examples of
possible conflicts of interest include:  ·Having a financial interest in any organization Celestica
does business with, including suppliers, competitors, customers and
distributors  ·Capitalizing on opportunities discovered through the use of
corporate property, information or position or using these for personal gain  ·Having a spouse, a member of my immediate family or someone
else I am close to who works for a Celestica customer, supplier or
competitor.  This situation requires
extra sensitivity and should be discussed with my manager  ·Providing assistance to or working for a Celestica
competitor as an employee or consultant  ·Engaging in activities that conflict with Celesticas
business interests, such as commercially marketing competitive products or
services  ·Acting as or representing a Celestica supplier without
Celesticas consent  ·Serving on a supplier or competitors Board of Directors
without Celesticas consent  ·Performing or soliciting outside work on Celestica property
or while working on Celestica time  ·Using Celestica equipment, such as phones, materials,
resources or confidential information, to perform outside work  I respect our relationships with government employees  At
Celestica, we understand that what is an acceptable practice in a commercial
environment may be unacceptable or illegal in our dealings with government
employees. For example, some regulations prohibit or restrict gifts of meals or
entertainment to government employees. I understand that it is my duty to be
aware of and comply with the relevant laws and regulations that govern
relationships between government, customers, and suppliers.  I avoid conflicts of interest  When
performing my job, I always act in the best interest of Celestica. Conflicts of
interest arise when my personal interests and relationships interfere, or
appear to interfere, with my ability to make decisions in the best interest of
the company. Conflicts of interest can also arise when I take an action or have
an interest that makes it difficult for me to perform my work objectively and
effectively. Its my responsibility to identify potential conflicts when they
arise and to notify my manager if I need guidance.  I contribute to my community  Community
involvement is a key component of our values system at Celestica. I am encouraged
to be active in the civic life of my community through the donation of my time
and funds.  However, there are times when my
community involvement can pose issues for Celestica, and I must exercise
caution and act in the best interest of our company. For example:  ·If I serve on the board of a civic organization, a conflict
of interest may arise if I am confronted with a decision involving Celestica  8


·If I speak out on public issues, I am speaking and acting
as an individual and must not give the appearance that I am speaking on behalf
of Celestica ·If I participate in political life, I understand that while
I may take reasonable time off without pay for such activities, my manager must
approve it.  I understand that Celestica will
not pay me for any time spent running for office, serving as an elected
official or campaigning for a political candidate  I protect the environment  We
all have a role to play in protecting the environment. I comply with all
environmental standards, as well as Celesticas environmental policies. If I
observe any violation of environmental law or any action that concerns me, I
report it to my manager immediately.  I safeguard Celesticas reputation as a good corporate citizen  I
am committed to ethical behaviour beyond our offices and facilities and
collaborating with our partners to ensure that business in our industry is
conducted fairly and ethically. As a member of the Electronic Industry
Citizenship Coalition (EICC), we support and promote a common code of conduct
for the electronics industry. Together with the EICC and its members, we are
working to improve environmental and working conditions in our industry. We
measure our compliance to the EICC through a combination of internal and
external audit assessments.  Corporate bribes look like...  Mark
is a buyer at Celestica. One of his suppliers, Bob, suggests that if Mark were
to pull his business from a competing supplier and place a larger order with
Bobs company, he would offer Mark several perks.  Violations of environmental regulations look like...  Sarah
is responsible for the handling and proper disposal of hazardous wastes at
Celestica. She knows what an expensive proposition this is  wouldnt it be
simpler and more cost-effective to simply dump the waste down the drain? One
day, a frustrated Sarah does just that. By not properly disposing of hazardous
waste, Sarah violated environmental regulations and put the water supply at
serious risk.  9


I protect our assets  Safeguarding whats ours  Examples of
proprietary and confidential information  ·Business, financial, marketing and service plans  ·Employee information such as salary data or medical records  ·Customer lists  ·Customer or prospect data  ·Copyrights, patents, trade secrets, manufacturing processes
or software  Ways I can help
protect our proprietary and confidential information  ·Never disclose confidential information to anyone outside
of Celestica without permission  ·Disclose confidential information to other employees only
for legitimate business purposes and on a need-to-know basis  ·Keep confidential all information that could benefit a
competitor or harm Celestica if disclosed  ·Store sensitive documents in locked files or drawers  ·Set up password protection on electronic files for storage
and transmission.  If an authorized user
requires a password, never send it via email. 
Share it over the phone.  At
Celestica, we all have a responsibility to protect the assets and information
entrusted to us from loss, damage, misuse or theft. I never use Celestica
assets or information for purposes which violate laws or company policy.  I respect and protect our assets  I
understand that Celesticas assets, such as funds, products, equipment,
systems, facilities and supplies should be used only for business and other
purposes approved by management. I am responsible for immediately reporting the
theft, loss or misuse of company assets to my manager or on-site security. I do
not engage in personal activities during work hours, such as excessive personal
calls, emails, or use of social networking tools, that interfere with or
prevent me from fulfilling my job responsibilities. I never use company
computers, email systems or equipment for outside business purposes or for
illegal or unethical activities such as creating, storing or sending content
that others might find inappropriate, offensive or disrespectful. I understand
that all third-party assets, including but not limited to software, may only be
licensed or purchased through the Supply Chain Management organization. When in
doubt, I consultSecurity Standards for Celestica
Employeeson the
intranet, or speak to my manager.  Examples
of assets  ·Company money ·Company product ·Office supplies ·Employees time at work and work product ·Computer systems and software ·Telephones ·Wireless communication devices ·Photocopiers and fax machines ·Company vehicles ·Company trademarks  10


I respect privacy and safeguard confidential and proprietary
information  At
Celestica, we respect the privacy of our colleagues, business partners,
customers and suppliers. In my day-to-day work life, I may be exposed to
personal and business information about our colleagues, customers, suppliers or
Celestica. This information is confidential and proprietary, and its my
responsibility to protect it by marking it accordingly, keeping it secure and
limiting access to those who need it to do their jobs. I collect, use and
process this information for legitimate business purposes only. I always handle
personal information responsibly, in line with privacy laws and industry best
practices, and take care to prevent unauthorized disclosure. My obligation to
protect the confidentiality of Celesticas proprietary information continues
even after my employment ends.  I know that Celestica respects my privacy  In
the normal course of business, Celestica collects and maintains personal data
about employees related to our work or prospective work with Celestica. I take
comfort in knowing that access to my data is restricted internally to people
with a business need to know. I understand that my personal data may be transmitted
domestically and internationally for legitimate business purposes. I know that
my personal data may be disclosed to third parties only with my consent, except
in cases where the disclosure is for the administration of benefit plans or
required to comply with legitimate investigations or legal requirements.  Improper disclosure of confidential and proprietary
information looks like...  A
prospective customer asked Celestica to submit a request for quote on a new
proprietary consumer product. On a site tour, the customer tells Mary about the
soon-to-be-released product, which Mary thinks is truly revolutionary. In her
excitement, she tells her friend, a tech journalist, about the product. In
disclosing the information, Mary has breached her obligations of
confidentiality and may have placed the product launch in jeopardy.  Failure to safeguard customer information looks like...  Dean
is responsible for gathering proprietary information about Celesticas
customers and is usually very careful to ensure that his files are placed in a
locked drawer before he leaves the office. One evening, Dean was in a hurry to
get to his daughters dance recital and inadvertently left open on his desk a
file containing customer lists. Dean neglected his duty to safeguard his
customers non-public information.  11


I am accountable  Complying
with the law, accountability and violations  Violations of trade controls look like...  John
was completing documentation on several boxes scheduled to ship overseas and
was in a hurry to complete the shipment. He did not confirm that the Country of
Origin (COO) was correct prior to shipment, and as a result the information was
wrong. Johns inaccurate documentation violated import/export regulations.  As
a global organization, our company is subject to numerous laws, rules and regulations
and we are committed to complying with them, wherever we do business. As a
Celestica employee, Im not expected to be a legal expert, but I should
understand and comply with the laws, rules and regulations that apply to
my position and know when to seek advice.  I understand my responsibility as a public company employee  Public
companies like Celestica have certain legal and regulatory obligations. As a
Celestica employee, I may have access to confidential information that could
affect Celesticas stock price and that is not yet available to the public,
such as revisions to earnings forecasts, financial results, restructurings,
mergers and acquisitions, management changes or new products. This may also
include information that relates to other public companies stock. This
information could be deemed to be what is known as material information. I
understand that I should never disclose or use material information about
Celestica for my own financial benefit or that of anyone else, including friends
and family.  I also understand that it is
illegal to purchase, sell or advise others to purchase or sell securities of
any company, including Celestica, when I have knowledge of material
information about that company. In addition to being prohibited from trading
in shares of Celestica, I may at times be prohibited from trading in shares of
a company with which Celestica does business; for example, if I know that
Celestica is in the process of acquiring another company, I cannot trade in the
securities of that company until the information is publicly disclosed.  When in doubt, I consult our Corporate Disclosure Policy and Insider Trading Policy on the intranet or
ask my manager or the CCO for guidance.  In addition to legal restrictions
on insider trading, I understand that Celestica may introduce policies at its
discretion to limit my ability to trade Celestica securities for a specified
time. I understand that it is my duty to comply with these policies.  I am proud to work in a safe and ethical environment  Celestica
is committed to providing a safe and ethical work environment for all of us. I
take comfort in knowing that our company:  ·Pays all employees at least the minimum wage required by
local laws ·Provides all employees with all legally mandated benefits  12


·Ensures that no forced, indentured or bonded labour is used ·Complies with minimum age requirements for employment  I observe international trade controls  When
I perform or am involved in import and export activities as a Celestica
employee, I have a duty to be familiar with and follow all applicable laws and
regulations, including observing proper licensing, shipping, documentation,
reporting and records retention procedures. I am committed to observing all
local and international trade controls at all times. When I am in doubt
regarding an import or export issue, I know that I can consult Celesticas
import/export policies and procedures or seek guidance from our internal and
external teams who work in this complicated area.  I understand my duty to report violations  I
have an obligation to uphold Celesticas ethical standards and our company is
committed to providing me with the guidance I need, answering my questions and offering
a number of reporting options so I can choose the communication method with
which I feel most comfortable. When I engage in or observe behaviour that
concerns me, or that I suspect violates any law, the BCG or other Celestica
policies, I raise the issue with my manager, the CCO, or through the Ethics
Hotline immediately. I know that doing so allows Celestica to deal with the
issue and correct it, ideally before it becomes a violation of law or a risk to
our companys health, security or reputation.  I understand the consequences of non-compliance  We
are all accountable for complying with the law, the BCG and Celesticas other
policies. I understand that if I fail to do so, Celestica may take disciplinary
action against me, up to and including immediate dismissal. In some cases, when
my conduct violates the BCG, it also violates the law. I understand that these
violations may subject me to prosecution, imprisonment and fines. I understand
that Celestica will cooperate fully with the appropriate authorities when laws
are violated. Further, I understand that Celestica reserves the right to pursue
remedies from responsible individuals or entities when the company suffers a
loss.  Improper disclosure looks like...  Scott
was thrilled to hear that Celesticas quarterly results were a substantial
improvement on the last three quarters. Proud and excited, he called his
parents and encouraged them to purchase more shares in the company. The public
announcement of quarterly earnings was a week away. Scott improperly disclosed
material information.  13


My resources  Who to contact for help  The
BCG is intended to serve as a guide for our actions and decisions. But
decisions or situations that involve legal or ethical issues are often complex
and sometimes unclear. Thats why I have several options available to me for
asking questions or reporting concerns. I can:  1.Talk to my manager.He or she is always available to discuss my questions or
concerns.  2.Use our Open Door policy. I should feel free to approach any member of management
or my Human Resources representative to voice my concerns in confidence.  3.Call our Ethics Hotline. If I dont feel comfortable reporting concerns
internally, this service provides me with an anonymous option. It is operated
24 hours a day, 7 days a week, by an independent company.  Effective reporting  Celestica
takes all reports of possible misconduct seriously and will investigate the
matter confidentially, make a determination whether the BCG or the law has been
violated, and take appropriate corrective action. If I become involved in a BCG
investigation, I am expected to cooperate fully and answer all questions
completely and honestly.  When I observe incidents or
behaviours that violate the BCG, I accurately report relevant facts, including:  ·A description of the alleged misconduct ·Names of employees involved and affected ·Date and location the incident occurred ·Any supporting documentation (emails, records, reports)  No reprisals  Celestica
values the help of employees who identify concerns and potential violations of
the BCG, laws or regulations. I understand that Celestica prohibits any
threats, reprisals or retaliation of any kind against anyone who reports, in
good faith, an actual or suspected violation of the law, the BCG or our other
policies, or who cooperates or assists in an investigation related to reported  14


violations.
I know that Celestica reserves the right to discipline employees who knowingly
provide false information or make false accusations. If I have participated in
prohibited conduct, I know that I am encouraged to self-report and that
Celestica will weigh and consider this in making a decision about any
disciplinary action.  Dialing Instructions  When
you call, you do not have to give your name. A professional interview
specialist will document your concern and relay the information to Celestica
for follow-up.  You may reach the hotline by finding
the country name, access and telephone number(s) in the chart indicated.
For AT&T Direct access, dial the country-specific access code first to
reach AT&T. Then, when prompted, enter the telephone number to connect
directly to support services.  COUNTRY
  
  TYPE OF INTL
  
  AT&T ACCESS CODE
  
  PHONE NUMBERChina Telcom South
  
  ITFS
  
  
  
  10-800-110-0819China Netcom Group
  
  ITFS
  
  
  
  10-800-711-0893Czech Republic
  
  ITFS
  
  
  
  800-143-397Hong Kong
  
  ITFS
  
  
  
  ###-##-####Ireland
  
  AT&T Direct
  
  1-800-550-000
  
  800-913-4998Japan
  
  ITFS
  
  
  
  00531-11-5135Malaysia
  
  ITFS
  
  
  
  1-800-81-4452Mexico
  
  ITFS
  
  
  
  001-800-913-4998Romania
  
  AT&T Direct
  
  021-800-4288
  
  800-913-4998Singapore
  
  ITFS
  
  
  
  800-110-1688Spain
  
  ITFS
  
  
  
  ###-##-####Thailand
  
  ITFS
  
  
  
  001-800-11002-3332U.S. and Canada
  
  
  
  
  
  888-312-2689  15





My
promise  Celestica
BCG agreement  I
have read the Celestica Business Conduct Governance Policy (BCG) and understand
my duty to comply with it in my day-to-day work activities. My signature
confirms my promise to Celestica to uphold our shared Values and the principles
and policies of the BCG.   Date:Name (print):City:
  
  
  State/Province:Zip/Postal code:
  
  
  County:Signature