Key Documents | Executive Management | Board of Directors
“As an organization built on a strong foundation of Values, Celestica continuously achieves the highest standards of business ethics. From the boardroom to the manufacturing floor, all employees and board members are driven by a commitment to transparency, honesty, fair dealings and respect.”
- Craig Muhlhauser, President and Chief Executive Officer, Celestica
At Celestica, we are committed to the highest standards of corporate governance across all aspects of our operations and decision-making processes. Celestica's 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 96.4kb, 6 pages, updated April 2013)
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.
Management Information Circular(pdf 316kb, 64 pages)
Issued annually to shareholders, Celestica’s Management Information Circular provides key information to those who invest in our company. The Circular details share ownership, voting and proxies, our management team and Board of Directors, and Celestica’s Corporate Governance Practices.
Read about Celestica's Corporate Governance Practices(pdf 57kb, 7pages),as described in the Management Information Circular.
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 526kb, 20 pages)
Based on our company Values, Celestica’s Business Conduct Governance Policy summarizes our expectations for business and workplace ethics including: disclosure; ethical conduct; 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 are required to abide by this Policy, and all management level employees must sign off on the Policy annually.
Electronics Industry Code of Conduct(pdf 220kb, 12 pages)
In addition to our own internal policies and practices, Celestica is also a supporter of the Electronics Industry 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
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 also encourage employees to report unethical activity via our global Ethics Hotline.
Executive Compensation(pdf 92.4kb, 15 pages)
Board of Directors
Board of Directors’ Mandate(pdf 105kb, 9 pages, updated April 2013)
Meeting Attendance (pdf 37.6kb, 1 page)
Celestica’s policy for attendance at meetings can be found in sections 3.2 to 3.4 of Board of Directors Mandate (above).
Director Compensation(pdf 503kb, 3 pages)
Succession Planning (pdf 63kb, 1 page)
Committees of the Board of Directors
Celestica’s Board of Directors has established four standing committees: the Audit Committee, 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 34kb, 7 pages, updated April 2013)
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 94.2kb, 6 pages, updated April 2013)
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.
Compensation Committee Mandate (pdf 96.8kb, 6 pages, updated April 2013)
It is the responsibility of the 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.
The Board of Directors has approved position descriptions for each of the following.
Chief Executive Officer (pdf 54kb, 2 pages)
Chairman of the Board (pdf 61kb, 2 pages)
Chairman of the Audit Committee (pdf 68kb, 2 pages)
Chairman of the Compensation Committee (pdf 67kb, 2 pages)
Chairman of the Nominating and Corporate Governance Committee (pdf 68kb, 2 pages)