BorgWarner Inc.
Corporate GovernanceCommittee Charter

The BorgWarner Inc. Corporate Governance Committee is appointed by the Board ofDirectors to (i) recommend to the Board of Directors the structure of the Board and its
Committees to best serve the Company's practices and objectives, (ii) identify, evaluate
and recommend qualified candidates to the Board of Directors for election as directors
and members and chairs of Board Committees, (iii) develop and recommend to the Boarda set of corporate governance principles, and (iv) oversee the evaluation of the Board, itscommittees, individual directors and the Chief Executive Officer (“CEO”).

The Corporate Governance Committee is authorized to:
1. Identify and recommend to the Board the names of qualified persons to be
nominated for election or re-election as directors and consider suggestions forboard membership submitted by stockholders in accordance with the noticeprovisions and procedures set forth in the Company's Amended and Restated ByLaws.
2. Establish criteria for membership on the Board of Directors and its Committees,such as depth of experience, balance of business interest and experience,
independence, required expertise and qualifications for membership on eachcommittee. Qualifications to be considered include the attributes listed onAttachment A.
3. Review and make recommendations to the Board regarding Board compositionand structure, including without limitation:a) recommending the period of service for directors;b) recommending retirement policies for non-employee directors;

c) recommending the size of the Board and desirable ratio of employee and nonemployee directors; andd) reviewing the format of Board meetings and making recommendations for theimprovement of such meetings.
4. Review and make recommendations to the Board regarding the nature and duties
of board committees, including without limitation:a) evaluating the duties and powers of board committees according to existingand planned Company objectives and recommending changes with respect
thereto;b) recommending the composition of each committee; andc) considering whether there should be a policy of periodic rotation of directors
among the committees and any limitations on the number of consecutive years
a director should serve as a member of any one board committee.
5. Evaluate Company policies relating to the recruitment of directors, including D&O
insurance and indemnification by-laws, and make recommendations to the Board,or any appropriate board committee, regarding such matters.
6. Periodically review and make recommendations to the Board as to director
compensation such as retainers, equity awards, fees and reimbursable expenses
to be paid to non-employee directors for serving on the Board and Committees of
the Board and administer equity-based plans in respect of awards to nonemployee directors.
7. Receive periodically from the CEO the CEO’s recommendations regarding his or
her successor, the development of other executive talent, and the executive
management needs of the Company and make recommendations to the Board onthese subjects.
8. Receive periodically from the CEO the CEO’s recommendation regarding his or
her successor in the event of an emergency and recommend to the Board asuccessor to the CEO if such vacancy occurs.
9. Make recommendations to the Board regarding corporate governance principles,
especially as they relate to directors' duties and responsibilities, including
recommendation and periodic review of the Company's Corporate GovernanceGuidelines.
10. Review performance criteria and oversee annual evaluation of the Board ofDirectors, Corporate Governance, Compensation and Audit Committees,individual directors and the CEO.

11. Consider and, if appropriate, approve or ratify any related person transactions inaccordance with applicable Company policies.
12. Review and recommend to the Board proposed changes to the Company’s
certificate of incorporation or by-laws.
13. Recommend to the Board ways to enhance relations with and improve
communications and engagement with the Company’s stockholders.
14. Review sustainability strategy, policies, and procedures, including corporate
responsibility matters; receive, review, and consider stakeholder feedback on
environmental, social, and governance (“ESG”) topics; and ensure that there is
ESG expertise on the Board and awareness of ESG risks and opportunities.
15. Retain, at its sole discretion, consultants to assist in the performance of its
responsibilities hereunder, including sole authority to approve consultants’ feesand other retention terms.
The Committee shall consist of at least two independent Directors of the Company,
appointed by the Board of Directors for such time as the Board shall determine. TheCommittee shall be composed exclusively of independent Directors. The Board ofDirectors may remove any member from the Committee at any time. The Chair of theCommittee shall establish such rules for the Committee and its members as may fromtime to time be necessary and proper for the conduct of the Committee’s business inconformity with applicable laws, rules and regulations. The Committee may form anddelegate authority to subcommittees as it deems appropriate.
The Secretary of the Company or Chief Compliance Officer will serve as Secretary of theCommittee.

Attachment A
Desired Individual Director Qualifications include:
The highest personal and professional ethics, integrity and values;
Demonstrated business acumen, experience and ability to use sound judgment to contributeto effective oversight of the business and financial affairs of the Company;
Ability to evaluate strategic options and risks, form independent opinions and state them ina constructive manner;
Active, objective and constructive participation at meetings of the Board and its committees;
Flexibility in approaching problems;
Open mindedness on policy issues and areas of activity affecting overall interests of theCompany and its stockholders;
Stature to represent the Company before the public, stockholders and various others who
affect the Company;
Involvement only in activities and interests that do not create a conflict with the director's
responsibilities to the Company and its stockholders;Willingness to objectively appraise management performance in the interest of thestockholders;Interest and availability of time to be involved with the Company and its employees over asustained period;
Ability to work well with others, with deep and wide perspective in dealing with people andsituations, and respect for the views of others;
A reasoned and balanced commitment to the social responsibilities of the Company;
Contribution to the Board's desired diversity and balance;
Willingness of independent directors to limit public company board service to 4 or fewer public company
boards. Any exceptions would require Corporate Governance Committee approval;
Willingness to tender, promptly following the annual meeting at which they are elected or reelected as Director, an irrevocable resignation that will be effective upon (i) the failure toreceive the required vote at the next annual meeting at which they face re-election and (ii)
Board acceptance of such resignation; andWillingness to provide all information, including completion of a questionnaire, required by
the Company’s Amended and Restated By-Laws.