Board of Directors
Corporate Governance Guidelines

Updated: July 2024
The following guidelines have been approved by the Board of Directors (“Board”) and,along with the charters and key practices of the Board committees, provide the framework
for the governance of the Company. The Board recognizes that there is an ongoing andenergetic debate about corporate governance, and it will review these guidelines andother aspects of governance annually or more often if deemed necessary.

1. Selection of Chair and Chief Executive Officer
The Board does not have a policy, one way or the other, on whether or not the role of the
Chief Executive Officer and Chair should be separate and, if it is to be separate, whether
the Chair should be selected from the non-employee directors or be an employee.
The Board should be free to make this choice any way that seems best for the Company
at a given point in time.

2. Director Responsibilities / Committees
Directors are expected to use their best efforts to personally attend the annual meeting ofstockholders and all meetings of the Board and of committees on which they serve, toreview advance materials distributed prior to such meetings and to otherwise be preparedto participate actively at such meetings. If a director cannot attend meetings in person due
to travel issues, schedule conflicts or similar reasons, the director may attend by phoneor via a virtual meeting platform that the Company uses.

The Board has the following primary committees: Executive, Audit, Compensation andCorporate Governance. The Board has the flexibility to form new committees or disband
any current committee. It is required that only independent directors serve on the Audit,
Compensation and Corporate Governance Committees.
The Executive Committee has authority to act for the Board on most matters during
intervals between Board meetings but is expected to be used only when the arrangementof a telephonic or virtual meeting of the Board is not reasonably possible.
The Audit Committee is responsible for providing assistance to the Board in monitoring:(i) the integrity of the financial 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) compliance by the Company with legal and regulatory requirements, and(v) the Board’s oversight of the Company’s risk management programs.
The Compensation Committee determines executive compensation philosophy andstrategy and cash remuneration arrangements for the highest paid executives, andsupervises the administration of all of the Company’s incentive compensation plans.
The Corporate Governance Committee ensures that the Board and its Committees are
structured to best serve the Company’s practices and objectives; reviews and makes
recommendations to the Board regarding Board and Committee composition andstructure and presents qualified candidates to the Board for election as directors;
determines, subject to Board approval, directors’ fees and reimbursable expenses; andmakes appropriate recommendations to the Board in light of corporate governancedevelopments.

3. Board Compensation
The Company’s management (“management”) monitors the status of the Board’s
compensation in relation to other public companies of similar size and/or complexity.
Changes in compensation are recommended by the Corporate Governance Committee
for action by the full Board. It is the Board’s view that a compensation system should allow
the Company to attract and retain competent and qualified directors. For Board service,
non-employee directors receive an annual retainer and annual grants of shares ofrestricted stock of the Company with restrictions expiring on the first anniversary of the
grants. Committee members receive annual retainers for each committee on which they2

serve, with chairs receiving slightly greater retainers.

4. Selection of Agenda Items for the Board Meetings
The Chair of the Board and the Chief Executive Officer (if the Chair is not the Chief
Executive Officer) will establish the agenda for each Board meeting.
At the beginning of the year, the Chair and Chief Executive Officer will establish aschedule of agenda subjects to be discussed during the year.
Each Board member is free to suggest the inclusion of items on the agenda. Each Board
member is free to raise at any Board meeting subjects that are not on the agenda for thatmeeting.

5. Board Materials Distributed in Advance
It is the sense of the Board that information and data that is important to the Board’s
understanding of the business should be distributed in writing to the Board before theBoard meets. The management will make every attempt to see that this material
effectively furnishes the desired information.

6. Presentations
As a general rule, presentations on specific subjects should be sent to the Board members
in advance so that Board meeting time may be conserved and discussion time focusedon questions that the Board has about the material. On those occasions in which thesubject matter is too sensitive to put in writing, the presentation will be discussed at themeeting.

7. Attendance of Non-Directors at Board Meeting
The Chair and the Chief Executive Officer may invite senior Company officers or otherappropriate Company employees to either regularly or periodically attend Board meetingsor portions thereof for specific purposes.

8. Executive Sessions of Independent Directors
The independent directors will be offered the opportunity to meet in executive session inconnection with regular meetings of the Board. The format of these meetings may include3

a discussion with the Chief Executive Officer on each occasion.

9. Non-Executive Chair or Lead Director
It is the sense of the Board that either a non-employee director should be selected by the
independent directors to serve as Non-Executive Chair or the independent directors
should select a Lead Director from among them and that such Non-Executive Chair or
Lead Director shall have the following responsibilities:

facilitating discussion among the independent directors on key issues
and concerns outside of Board meetings;
consulting with the Chief Executive Officer and independent directors regarding
Board agenda items;
approving the scheduling of Board meetings and approving the agenda andmaterials for each Board meeting and executive session of the Board’s nonemployee, independent directors;presiding over all meetings of the Board;communicating with stockholders as appropriate;with the Corporate Governance Committee, overseeing the annual Chief
Executive Officer, full Board and individual director evaluation process;other responsibilities which the independent directors as a whole might designatefrom time to time.

The performance of the Non-Executive Chair or Lead Director shall be assessed annuallyby the Corporate Governance Committee.

10. Board Access to Senior Management and Independent Advisors
Board members have complete access to the management, legal and internal audit staffs
and, at the Board’s sole discretion, independent advisors.
It is assumed that Board members will use judgment to be sure that this contact is not
distracting to the business operations of the Company and that such contact, if in writing,
be copied to the Chief Executive Officer.
The Board encourages the management to, from time to time, bring managers into Board
meetings who: (a) can provide additional insight into the items being discussed because4

of personal involvement in these areas, and/or (b) represent managers with future
potential that the senior management believes should be given exposure to the Board.

11. Size of the Board
It is the sense of the Board that a size of 8 to 12 members is about right for the Company
in light of its size and the complexity of its businesses. The size of the Board may bereviewed from time to time to assess appropriate changes based upon benchmarking,applicable law and other relevant factors which may impact a determination about the
optimal size.

12. Mix of Inside and Independent Directors
The Board believes that as a matter of policy there should be a substantial majority of
independent directors on the Company’s Board. The Board is willing to have members ofmanagement, in addition to the Chief Executive Officer, as directors. Directors who do notsatisfy the Independence definition also make valuable contributions to the Board and theCompany by reason of their experience and wisdom.

13. Board Definition of What Constitutes “Independence” of Outside Directors
The Board will not consider a director to be independent if the directora) has a material relationship with the Company;b) is an employee or was within the last three years an employee of the Company orwhose immediate family member is or was within the last three years an employeeof the Company;c) is or was an executive within the last three years or whose immediate family
member is or was an executive within the last three years of an entity on whose
compensation committee any of the Company's executives served;d) received or whose immediate family received more than $120,000 per year in directcompensation from the Company, other than director and committee fees andpension or other forms of deferred compensation for prior service (provided suchcompensation is not contingent in any way on continued service) within the last
three years;e) is affiliated with or employed by, or whose immediate family member is a current
partner of the internal or external auditor of the Company, is a current employee of5such a firm and personally works on the Company’s audit or was within the last
three years a partner or employee of such a firm and personally worked on the
Company’s audit within that time;f) is an executive officer or an employee, or whose immediate family member is an
executive officer, of a company that makes payments to, or receives payments
from, the Company for property or services in an amount which, in any single fiscal
year, exceeds the greater of $1 million, or 2% of such other company’s
consolidated gross revenues within the last three years; org) is considered not to be an independent director by relevant statute or regulation. In
those instances in which a non-employee director has a relationship with theCompany or any of its subsidiaries (either directly or as a partner, shareholder orofficer of an organization that has a relationship with the Company or any of its
subsidiaries), the Board will determine whether the relationship is material such as
to warrant a determination that the director should not be considered independent.
The ownership of stock in the Company by directors is encouraged and the ownership ofa substantial amount of stock by an individual director is not in itself a basis for a director
to be considered not independent.

14. Directors Who Change Their Job Responsibility
It is the sense of the Board that a director should either offer, in writing, to resign or accept
a request for his or her resignation by the Board if there is a material change in theprincipal occupation, position or responsibility held by the director when he or she waslast elected to the Board. Although it is not the sense of the Board that a director who
makes such a change should necessarily leave the Board, there should be an opportunity
for the Corporate Governance Committee to review the continued appropriateness ofBoard membership under these circumstances. If the Corporate Governance Committee
concludes that a director’s Board membership is no longer appropriate due to the jobchange, then the Committee shall make a recommendation to that effect to the Board andthe Board shall determine whether to accept the director’s offer to resign. If the Corporate
Governance Committee concludes that a director’s Board membership remains
appropriate, then no further action shall be required.
Directors are urged to inform the Corporate Governance Chair if they become aware that
their principal occupation, position or responsibility or public company board memberships
or committee assignments are about to change from those reflected in their most recent
biography submitted to the Company.
When the Chief Executive Officer, Chief Operating Officer or other employee director is
terminated for any reason or no longer holds their position, resignation from the Board

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must be offered at the same time. Such resignation may be accepted or rejected by the
Board.

15. Succession Planning
The Board is responsible for planning for succession of the Chief Executive Officer. On atleast an annual basis, the Board will review succession for the Chief Executive Officer andSenior Executive Team, including backgrounds, capabilities and development
opportunities for potential successors.1
In the event of an unforeseen loss of the Chief Executive Officer through a successionrelated emergency, the Chair of the Board shall promptly convene and act as Chair at a
special meeting of the Board for the purposes of determining Chief Executive Officer
succession. The Board shall determine whether to appoint an internal successor or to
conduct an external search for a successor Chief Executive Officer, depending on thecircumstances at the time. If it so determines, the Board may appoint an interim Chief
Executive Officer while conducting a search to locate a qualified Chief Executive Officer
candidate. For these purposes, there should be available, on a continuing basis, the Chief
Executive Officer’s recommendation of a successor should the Chief Executive Officer be
unexpectedly disabled.

16. Board Interaction with Institutional Investors, The Press, Customers
and Others
The Board believes that management generally should speak for the Company,
consistent with all regulations governing such communications and with common sense.
Unless otherwise agreed to or requested by the Chair of the Board or the Chief Executive
Officer, each director shall refer all inquiries from investors and the media pertaining to
the Company to designated members of senior management. From time to time, andtypically alongside management, individual Board members may participate in meetingsand other communications with various constituencies that are interested in the Company,
including its stockholders. In situations where public comments from the Board may beappropriate, they will normally come from the Chair. Unless directed by the Board or the
Chair, individual directors (other than directors who also serve as officers of the Company
and, in such capacity, are specifically authorized to do so) shall not discuss any matterspertaining to the Company with stockholders, securities analysts or the press unlessspecifically authorized to do so in a particular situation by the Chair or the Chief Executive
Officer.

The Corporate Governance Committee also receives periodically from the CEO the CEO’s
recommendations regarding his or her successor, the development of other executive talent, and theexecutive management needs of the Company and make recommendations to the Board on these subjects.
1717. Confidentiality
The proceedings and deliberations of the Board and its Committees are to remain
confidential. Each director shall maintain the confidentiality of information received inconnection with service as a director.

18. Stock Ownership by Non-Employee Directors
Each non-employee director of the Company is expected to invest in the Company’s stock
an amount equal to 5 times the amount of annual cash retainer paid to directors, within 5
years of joining the Board of the Company. Directors are encouraged to increase theirinvestment commensurate with any increase in the annual cash retainer for board service.
Each of the following will be considered to be investments in fulfillment of the stock
ownership expectation:










BorgWarner stock wholly purchased and owned by the non-employee director in
his/her name or in a “streetname”.
BorgWarner stock received as annual equity compensation for board service.
Investments in BorgWarner stock units made through the BorgWarner Directors’
Deferred Compensation Plan
BorgWarner stock held by the non-employee director’s legal spouse or legallydependent children living in the non-employee director’s household
BorgWarner stock held by immediate family members residing in the same
household or through trusts for the benefit of the person or his or her immediatefamily members.

Unvested restricted stock, unvested restricted stock units, unexercised stock options andstock appreciation rights will not be counted towards fulfilling the ownership expectation.
Share prices of all companies are subject to market volatility. The Board believes that it
would be unfair to require a Director to buy more shares simply because the Company’s
stock price drops temporarily. In the event there is a significant decline in the Company’s
stock price that causes a Director’s holdings to fall below the applicable threshold, theDirector will not be required to purchase additional shares to meet the threshold, but such
Director shall not sell or otherwise transfer any shares until the threshold has again beenachieved.

819. Term Limits
The Board does not believe it should establish term limits. Such limits hold thedisadvantage of losing the contributions of directors who have developed, over a periodof time, increasing insight into the Company, its operations and people. As an alternative
to term limits, each director’s continuation on the Board is formally reviewed by the
Corporate Governance Committee, Non-Executive Chair and Chief Executive Officer prior
to the expiration of the director’s elected term.

20. Director Retirement
Directors who have achieved their 72d birthday by the date of the annual stockholder’smeeting at which they would stand for re-election, will not be eligible to stand for reelection, unless the Board determines in its sole discretion that it is in the Company’s bestinterest due to extenuating circumstances, to allow a specific person to be nominated toserve one or more terms thereafter. Directors are encouraged to complete any term begun
before their 72d birthday before retiring from the Company’s Board.

21. Board Orientation and Continuing Education
An orientation presentation is provided to each new director to acquaint new directors withthe business, to familiarize them with finance, audit and human resources, complianceand other policies, and to acquaint them with other issues relevant to directors. On a
periodic basis, but no less than annual, basis, continuing education is provided on relevant
topics which may include, for example, education or training regarding Cybersecurity,
GAAP, revenue recognition, corporate governance principles and best practices, SOX,
assessment of risk, compliance auditing, and reporting requirements for publicly-traded
companies, at Board meetings. At a director’s discretion, he or she may, with Corporate
Governance Committee approval, attend certified continuing education programs at theCompany’s expense. The Company shall pay the reasonable costs of such programs up
to an amount of at least $15,000 per program for each Director.

22. Evaluation
The Corporate Governance Committee, with the Non-Executive Chair, shall oversee an
evaluation of the full Board, an evaluation of individual non-employee directors, anevaluation of each key committee and an evaluation of the Chief Executive Officer at least
annually to assess whether the Board, its directors, its committees and the Chief
Executive Officer are functioning effectively.
The Corporate Governance Committee is responsible to report annually to the Board anassessment of the overall effectiveness of the full Board, the Chief Executive Officer, the9Non-Executive Chair and each key committee.

23. Service on Other Public Company Boards
It is the sense of the Board that non-employee directors should limit the number of publiccompanies on whose boards they serve to four or fewer. Membership on more than four
public company boards by a director of BorgWarner for exceptional reasons requires priorwritten approval by the Corporate Governance Committee or its chair on the Committee’sbehalf.
Directors who also serve as Chief Executive Officers of public companies, or in equivalent
positions, should not serve on more than two boards of public companies in addition to
the BorgWarner Board.
Directors of BorgWarner are expected to notify the Corporate Governance Committee in
writing before accepting election or appointment to any public company board on which
they did not serve when appointed or last elected to the BorgWarner Board. A director
must not accept such election or appointment until being advised by the Corporate
Governance Committee or its chair that election or appointment to such other board has
been approved by the Committee.
In addition, no director may serve on the audit committee of more than three publiccompanies, including the Company.

24. Loans to Directors and Executive Officers
It is the policy of the Company not to make any personal loans to its directors or executive
officers.

25. Ethics and Conflicts of Interest
The Board expects all directors, as well as officers and employees, to act ethically at all
times and to adhere to BorgWarner’s Code of Ethical Conduct and to periodicallyundertake training on same. If an actual or potential conflict of interest arises for a director,
the director shall promptly inform the Chair. If a significant conflict exists and cannot be
resolved, the director should resign. All directors will recuse themselves from any
discussions or decisions affecting their personal business interests. Any waiver of theCode of Ethical Conduct or Code of Ethics for the CEO and Senior Financial Officers fora director, executive officer (as reflected in the Company’s Annual Report on Form 10-K),
or Treasurer will be evaluated by the Audit Committee, which will report its findings andrecommendation to the Board.

1026. Director Electionsa) Nominees for election to the Board are expected to provide all information,
including completion of a questionnaire regarding the nominee’s qualifications,required by the Company’s Amended and Restated By-laws.
b) In accordance with the Company’s Amended and Restated By-Laws, if none of ourstockholders provides the Company notice of an intention to nominate one or morecandidates to compete with the Board’s nominees in a director election, or if ourstockholders have withdrawn all such nominations by the tenth day before theCompany mails its notice of meeting to our stockholders, a nominee must receive
more votes cast for than against his or her election or re-election in order to beelected or re-elected to the Board. A director shall tender his or her resignation if
he or she fails to receive the required number of votes for re-election. The Board
shall nominate for election or re-election as director only candidates who agree totender, promptly following the annual meeting at which they are elected or reelected as director, irrevocable resignations that will be effective upon (i) the failure
to receive the required vote at the next annual meeting at which they face reelection and (ii) Board acceptance of such resignation. In addition, the Board shallfill director vacancies and new directorships only with candidates who agree totender, promptly following their appointment to the Board, the same form of
resignation tendered by other directors in accordance with the Board practice.
If an incumbent director fails to receive the required vote for re-election, theCorporate Governance Committee will act on an expedited basis to determine
whether to accept the director’s resignation and will submit such recommendation
for prompt consideration by the Board. The Board expects the director whose
resignation is under consideration to abstain from participating in any decision
regarding that resignation. The Corporate Governance Committee and the Board
may consider any factors they deem relevant in deciding whether to accept a
director’s resignation.

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