Audit Committee Mandate - April 2010 - final

April 2010 CELESTICA INC. AUDIT COMMITTEE MANDATE By appropriate resolution of the Board of Directors (the “Board”) of Celestica Inc. (“Celestica”), the Audit Committee (the “Committee”) has been established as a standing committee of the Board with the following Terms of Reference: TERMS OF REFERENCE 1. PURPOSE 1.1 The Committee's purpose is to: (a) assist Board oversight of: (i) the integrity of Celestica’s financial statements; (ii) Celestica’s compliance with legal and regulatory requirements; (iii) the external auditor's qualifications and independence; (iv) the performance of the corporation's internal audit function and internal auditors; (v) any other matters as defined by the Board; and (b) prepare any report that is required by law to be included in the corporation's annual proxy statement relating to the Committee. 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: (a) a Director who is not an officer or employee of Celestica or any of its affiliates; (b) independent for the purposes of the Sarbanes Oxley Act of 2002, Rule 10A-3 of the Securities Exchange Act of 1934 and rules established by Canadian securities administrators with respect to audit committees; and (c) an independent Director as determined in accordance with the NYSE Listing Requirements. - 2 - 2.3 Financial ...