BorgWarner Inc.
Audit Committee Charter

The BorgWarner Inc. Audit Committee (the "Committee") is responsible forproviding assistance to the Board of Directors in monitoring (i) the integrity of thefinancial statements of the Company, (ii) the independent auditor’s qualifications
and independence, (iii) the performance of the Company’s internal audit function
and independent auditors, (iv) the compliance by the Company with legal andregulatory requirements, and (v) the Board’s oversight of the Company’s risk
management programs.
The Committee shall be composed of three or more directors who are free of anyrelationship that, in the opinion of the Board of Directors, would interfere with theirindividual exercise of independent judgment as a Committee member and whomeet the independence and experience requirements of the New York Stock
Exchange and applicable regulations of the Securities and Exchange Commission(the “Commission”). All members of the Committee shall be generally
knowledgeable in financial and auditing matters and at least one member of theCommittee shall be “an audit committee financial expert” as defined by theCommission. Committee members shall not simultaneously serve on the audit
committees of more than two other public companies.
The Committee shall provide assistance to the Board in fulfilling its responsibility
for oversight of the quality and integrity of the accounting, auditing, financial
reporting and risk management practices of the Company. The Committee shallreport regularly to the Board and establish and maintain free and open
communication between the directors, the independent auditors, the internalauditors and the management of the Company. The Committee will:
1. Be directly responsible for the selection of, and compensation and oversightof the work of, the independent auditor (including resolution ofdisagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work. The independent auditor shall report directly to theCommittee.
2. Preapprove all auditing services and permitted non-audit services (including
the fees and terms thereof) to be performed for the Company by its
independent auditor, subject to the de minimis exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act that areapproved by the Committee prior to the completion of the audit. Discuss andconsider the independence of the independent auditors, including theauditors' written affirmation of independence.
3. Discuss and review with the independent auditors and financialmanagement of the Company the proposed scope of the audit for thecurrent year and the nature and thoroughness of the audit process; and at
the conclusion thereof, receive and review audit reports including anycomments or recommendations of the independent auditors.
4. Review with the independent auditor any audit problems or difficulties andmanagement’s response.
5. Adopt hiring policies for employees or former employees of the independent
auditor who participated in any capacity in the audit of the Company.
6. Review with the independent auditors, the Company's Vice President ofInternal Audit and the Company's financial and accounting managers theadequacy and effectiveness of the Company's internal auditing, accounting
and financial policies, procedures and controls; and elicit any
recommendations for the improvement of existing internal control
procedures or the establishment of controls or procedures. Particularemphasis should be given to the adequacy of the internal controls to expose
payments, transactions or procedures that might be deemed illegal orotherwise improper.
7. Review the internal audit function of the Company including proposed audit
plans for the coming year, the coordination of its programs with theindependent auditors and the results of the internal programs.
8. Review and discuss recurring financial statements (including quarterly
reports and disclosures made in management’s discussion and analysis) to
be issued to the shareholders or the public with management and theindependent auditor and recommend to the Board the inclusion of theCompany's audited financial statements in the Company's Annual Reporton Form 10-K.

29. Review and discuss:a) All critical accounting policies and practices to be used.
b) All alternative treatments of financial information within generallyaccepted accounting principles that have been discussed withmanagement, ramifications of the use of such alternative disclosuresand treatments, and the treatment preferred by the independentauditor.
c) Other material written communication between the independent
auditor and management, such as any management letter orschedule of unadjusted differences.
10. Discuss with management the Company’s earnings press releases,including the use of “proforma” or “adjusted” non-GAAP information, as wellas financial information and earnings guidance provided to the investing
public, analysts and rating agencies. Such discussion may be done
generally (consisting of discussing the types of information to be disclosed
and the types of presentations to be made).
11. Investigate any matter brought to its attention within the scope of its duties
and retain outside counsel or other experts for this or any other purpose if,
in its judgment, such retention is appropriate. The Company shall provide
appropriate funding, as determined by the Committee, for payment ofcompensation to the independent auditor for the purpose of rendering orissuing an audit report and to any advisors employed by the Committee andfor other expenses necessary or appropriate in carrying out its duties.
12. Report Committee activities to the full Board and annually issue a summary
report (including appropriate oversight conclusions) suitable for submission
to shareholders.
13. Review disclosures made to the Committee by the Company’s CEO and
CFO during their certification process for the Form 10-K and Form 10-Q
about any significant deficiencies in the design or operation of internalcontrols or material weaknesses therein and any fraud involving
management or other employees who have a role in the Company’s internalcontrols.
14. Ensure the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing
the audit as required by law.
15. Obtain and review a report from the independent auditor at least annuallyregarding (a) the independent auditor’s internal quality-control procedures,(b) any material issues raised by the most recent internal quality-control
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review, or peer review, of the firm, or any inquiry or investigation by
governmental or professional authorities within the preceding five years
respecting one or more independent audits carried out by the firm, (c) any
steps taken to deal with any such issues, and (d) all relationships between
the independent auditor and the Company. Evaluate the qualifications,performance and independence of the independent auditor, including
considering whether the auditor’s quality controls are adequate and theprovision of permitted non-audit services is compatible with maintaining theauditor’s independence, taking into account the opinions of management
and internal auditors. The Committee shall present its conclusions withrespect to the independent auditor to the Board.
16. Establish and monitor procedures for the receipt, retention and treatment ofcomplaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential, anonymoussubmission by employees of concerns regarding questionable accounting
or auditing matters.
17. Discuss with the Company’s General Counsel legal matters that may havea material impact on the financial statements or the Company’s compliancepolicies.
18. Generally review and discuss with management the Company’s risk
assessment and risk management policies, including as relates tocybersecurity.
19. Provide oversight of the quality and integrity of the accounting, auditing,financial reporting and risk management practices of the Company,
including assessing the Company’s compliance with environmental, social,and governance (ESG) related disclosure requirements.
20. Evaluate any requests for a waiver of the application of the Company’s
Code of Ethical Conduct or Code of Ethics for CEO and Senior Financial
Officers for a director, executive officer (reflected in the Company’s Annual
Report on Form 10-K), or Treasurer and report its findings andrecommendations to the full board.
The Committee's charter, policies and procedures will be reassessed at least
annually to allow reaction to changing conditions and environment and to assurethat the Company's accounting and reporting practices are in accordance with all
requirements and are of the highest quality. The Committee may amend or repeal
its policies and procedures, and may request the Board to amend its charter, asthe Committee deems appropriate. The Committee shall annually review theCommittee’s own performance.

4The Committee shall meet as often as it determines necessary, but not lessfrequently than quarterly. The Committee shall meet periodically withmanagement, the internal auditors and the independent auditor in separate
executive sessions. These meetings shall include the independent auditors'evaluation of the Company's financial, accounting and auditing personnel and anassessment of the cooperation the independent auditors received during thereview. The Committee may request any officer or employee of the Company or
the Company’s outside counsel or independent auditor to attend a meeting of theCommittee or to meet with any members of, or consultants to, the Committee.
The Committee may form and delegate authority to subcommittees consisting of
one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions ofsuch subcommittee shall be presented to the full Committee at its next scheduled
meeting.
The Chair of the Committee shall establish such rules for the Committee and its
members as may from time to time be necessary and proper for the conduct of theCommittee’s business, in conformity with applicable laws, rules and regulations.

Rev. DateDescription

2.2.05ES- F&A Committee Charter Amendments.doc
Audit Committee Charter

5.12.05
9.6.07

Added an exception to Item #2. Added final paragraphto conform with charters of other Committees.

11.11.09

Clarified oversight of risk management responsibility

10.29.10

6. changed Director to Vice President

10.23.18

17. changed General Counsel to Chief Legal Officer

11.08.21

Revised to reflect current best practices; added ESG
responsibilities

57.23.24

620. Revised to include “executive officer (reflected in theCompany’s Annual Report on Form 10-K), or Treasurer”