Corporate Governance WE ARE COMMITTED TO THE HIGHEST STANDARDS OF CORPORATE GOVERNANCE At Celestica, our strong business ethics create an environment of trust in all of our business relationships, and we ensure all employees understand the importance of ethical behaviour in conducting business on behalf of Celestica, in order to maintain these standards. Our Board of Directors and Executive Management Team have put systems and procedures into place that support independent, thoughtful and informed decisions, and which ensure our accountability to our shareholders, employees and other valued stakeholders. We are proud to have successfully adapted our practices to reflect the changing standards of evolving governance regulations. Today we meet, and often exceed, corporate governance legal requirements in Canada and the United States, as well as the best practices recommended by securities regulators. KEY GOVERNANCE DOCUMENTS Corporate Governance Guidelines (PDF 349kb, 7 pages) Celestica’s Corporate Governance Guidelines describe the overarching governance practices currently in place at Celestica, including the organization’s policies for Board composition, director qualifications, the functioning of the Board, director compensation and the Board’s relationship with management. Read about Celestica's Corporate Governance Practices (PDF 2.69MB, 12 pages) as described in the Management Information Circular. Our Values To ensure our continued financial success, pride in our workplace and high morale, we are committed to achieving Celestica’s goals through adherence to this stated set of Values. Business Conduct Governance Policy (PDF 1.06MB, 21 pages) Based on our company Values, Celestica’s Business Conduct Governance Policy summarizes our expectations for business and workplace ethics, including ethical conduct; bribery; fair dealing; protection and use of assets and information (including trading); avoiding conflicts of interest; community relations; compliance with laws; reporting of violations, accountability and discipline; and resources to deal with ethical issues. All employees receive BCG training and are required to abide by this policy, all employees certify to the policy annually. Responsible Business Alliance Code of Conduct (PDF 692kb, 15 pages) In addition to our own internal policies and practices, Celestica is also a supporter of the Responsible Business Alliance (RBA) (formerly the Electronics Industry Citizenship Coalition) Code of Conduct. Created by industry leading OEMs for their suppliers, with input from top-tier EMS providers, the Code helps to ensure that working conditions in the electronics industry supply chain are safe, that workers are treated with respect and dignity, and that manufacturing processes are environmentally responsible. Celestica is working to implement, manage and continuously audit the deployment of this Code throughout our global facilities. Finance Code of Professional Conduct (PDF 50kb, 2 pages) This Code promotes honest and ethical conduct in the practice of financial management at Celestica. Our Board of Directors has adopted this Code for Celestica’s Chief Executive Officer, its senior finance officers, and all personnel within the company’s finance organization. Whistleblowing and Reporting Infractions (PDF 30kb, 2 pages) To help Celestica maintain an ethical business environment, we encourage employees to report any activity or behaviour that is not in line with our Values or our Business Conduct Governance Policy. In addition to our open-door policy, we encourage employees to report misconduct via our global Ethics Hotline. Celestica (UK) Holdings Limited and Celestica Limited Tax Strategy (PDF 53kb, 2 pages) This paper sets out the tax strategy of Celestica (UK) Holdings Limited and its UK subsidiary undertakings and Celestica Limited and its UK subsidiary undertakings (collectively referred to as the “UK Group”), and in making this strategy available, the UK Group is fulfilling its responsibilities under Schedule 19 of the Finance Act 2016 risk planning attitude HMRC. Majority Voting Policy (PDF 47kb, 1 page) The Board of Directors has adopted a majority voting policy. Restated Articles of Incorporation (PDF 374kb, 8 pages) Bylaws (PDF 124kb, 20 pages) EXECUTIVE MANAGEMENT Executive Biographies BOARD OF DIRECTORS Members of the Board of Directors Board of Directors’ Mandate (PDF 360kb, 9 pages) Meeting Attendance (PDF 39.3kb, 1 page) Celestica’s policy for attendance at meetings can be found in sections 3.2 to 3.4 of the Board of Directors Mandate (above). COMMITTEES OF THE BOARD OF DIRECTORS Celestica’s Board of Directors has established four standing committees: the Audit Committee, Human Resources and Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee. The composition and mandates of each of these committees are consistent with all statutory, regulatory and stock exchange requirements to which Celestica is subject. Audit Committee Mandate (PDF 366kb, 8 pages) The Audit Committee’s purpose is to assist Board oversight of the integrity of the company's financial statements, the company’s compliance with applicable legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the company’s internal audit function and internal auditors. Nominating and Corporate Governance Committee Mandate (PDF 338kb, 6 pages) The purpose of the Nominating and Corporate Governance Committee is to assist the Board in identifying qualified individuals to become directors and to develop and implement the company’s corporate governance guidelines and practices. Human Resources and Compensation Committee Mandate (PDF 46kb, 5 pages) It is the responsibility of the Human Resources and Compensation Committee to define compensation policy and principles that reflect and support the company’s strategic direction, business goals and desired culture. Among other things, the committee reviews the company’s compensation strategy, approves the compensation of the company’s executive officers, and reviews succession planning for the Chief Executive Officer and other key positions. POSITION DESCRIPTIONS The Board of Directors has approved position descriptions for each of the following. Chief Executive Officer (PDF 54.6kb, 2 pages) Chair of the Board (PDF 59.1kb, 2 pages) Chair of the Audit Committee (PDF 59.9kb, 2 pages) Chair of the Human Resources and Compensation Committee (PDF 58.5kb, 2 pages) Chair of the Nominating and Corporate Governance Committee (PDF 59.9kb, 2 pages) Board size: Ten members Independence: Majority of Celestica’s Board of Directors are independent Chairman: Mike Wilson Key dates: Annual General Meeting on April 29, 2021 Investor Relations Sustainability The information that you are accessing on this website may include forward-looking statements related to our future growth, trends in our industry, our financial and operational results and performance that are based on current expectations, forecast and assumptions involving risk and uncertainties that could cause actual outcomes and results to differ materially. Read the full Safe Habour Statement here We imagine, develop and deliver a better future with our customers. CONTACT US Celestica enables the world’s best brands. Through our unrivalled customer-centric approach, we partner with leading companies in numerous markets to deliver solutions for their most complex challenges. A leader in design, manufacturing, hardware platform and supply chain solutions, Celestica brings global expertise and insight at every stage of product development – from the drawing board to full-scale production and after-market services. Quick Links Markets Services Investor Relations Sustainability Careers Resources Supplier Resources Partners Login Media Information Press Releases Contact Us North America: +1 888-899-9998 Global: +1 416-448-5800 Locations © Copyright Celestica Inc. 2021. All rights reserved. | Legal Notice and Terms of Use | Privacy Policy