CORPORATE GOVERNANCE GUIDELINESEFFECTIVE FEBRUARY 6, 2024A.

FUNCTIONING OF THE BOARD

1.

Size of the Board

The Bylaws of Otis Worldwide Corporation (“Otis”) provide for a board of 5 to 14 members.
Within this range, the board of directors (the “Board”) will determine the appropriate size of theBoard from time to time based on existing conditions and circumstances.
2.

Responsibilities of the Board

It is the responsibility of the directors to exercise their business judgment and to act in the bestinterests of Otis in overseeing Otis’ business and activities. Board oversight will be provided ina number of areas, including the selection and evaluation of senior executive management, thereview of business objectives and major strategies, oversight of significant risks and public
policy issues relevant to Otis and its stakeholders, and the establishment of corporate
governance practices. Each director will be available to devote the time required to attend
Board meetings, review Board materials and successfully carry out his or her responsibilities asa director.
3.

Election of Chair of the Board and Designation of the Lead Director

As provided in Otis’ Bylaws, the Board shall annually elect one if its members to be Chair of theBoard (the “Chair”). The Chair is responsible for fostering an open and inclusive environment
among all members of the Board.
If the Chair is not independent, the independent directors shall annually designate from among
themselves a director to serve as lead director (“Lead Director”). If the Chair is independent,
references to Lead Director in these Corporate Governance Guidelines shall be deemed to bereferences to the Chair, as applicable, and responsibilities of the Lead Director shall be
responsibilities of the Chair, as applicable.
In addition to the duties of all Board members as set forth in these Corporate Governance
Guidelines, the specific responsibilities of the Lead Director are set forth in Attachment A.
There is no fixed policy on whether the roles of Chair and Chief Executive Officer (“CEO”)
should be separate or combined. This decision will be made in the best interests of Otis
considering the circumstances at the time. As provided in Otis’ Bylaws, the Chair shall presideover all meetings of the Board. The Lead Director shall preside over all meetings of the Board
when the Chair is not present.
All directors will have full access to the CEO, the Chair and/or the Lead Director and may
communicate directly with him or her at any time, as needed.

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4.

Private Sessions of the Independent Directors

The independent directors shall meet in regularly scheduled private sessions without
management. Other private sessions may be called by the Lead Director if deemed necessary.
The Lead Director will preside at such private sessions when present, and when not present,
the independent directors will decide among themselves who will preside.
5.

Board Self-Evaluation

The Board will conduct an annual self-evaluation to improve its performance and theperformance of its standing committees. The Nominations and Governance Committee is
responsible for and will oversee the design and conduct of the self-evaluation. The selfevaluation process will be jointly led by the Lead Director and the chair of the Nominationsand Governance Committee.
6.

Board Interaction with Corporate Constituencies

Management is responsible for establishing effective communications with shareholders,customers, employees, governments, the press and other corporate constituencies. Directors
should refer inquiries from any such constituencies to management. After consultation withmanagement, individual directors may on occasion meet with representatives of corporate
constituencies having an interest in Otis. Management, absent unusual circumstances, should
be present at such meetings.
B.

BOARD MEMBERSHIP

1.

Criteria for Board Membership

The Nominations and Governance Committee periodically reviews and recommends forapproval by the Board criteria for membership on the Board and the skills and characteristics
required of Board members. The Board’s current policy is that candidates for the Board shouldhave objectivity and independence in making informed business decisions; broad, senior level
experience to be able to offer insight and practical wisdom; the highest professional andpersonal ethics and values in accordance with The Otis Absolutes; loyalty to the interests ofOtis; a commitment to enhancing long-term shareholder value; a capacity to devote the timerequired to successfully fulfill a director’s duties; the ability to contribute to the diversity of theBoard, consistent with Otis’ diversity, equity and inclusion initiatives; and an alignment on thecorporation’s ESG goals in the areas of health and safety, environment and impact, people andcommunities, and governance and accountability to drive value for our colleagues, customers,
communities and other stakeholders.
The Chair, in consultation with the Nominations and Governance Committee and the Lead
Director, shall identify director candidates for the Board. The Board has delegated the screening
and evaluation process of director candidates to the Nominations and Governance Committee,
in consultation with the Chair and the Lead Director. Director candidates who are nominated by
the Nominations and Governance Committee with the concurrence of the Board receive an
invitation to join the Board issued by the Chair on behalf of the full Board.
2.

Stock Ownership and Board Compensation

Each member of the Board is expected to be a long-term Otis shareholder or holder of Otis
stock units. Toward that end, a majority of each non-management director’s annual retainer ispaid in Otis stock units and the Board has adopted a Stock Ownership Requirements Policy,
which specifies the minimum ownership values.
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3.

Independence of Directors

It is Board policy that a substantial majority of the directors shall be independent, in accordancewith the requirements of applicable law and the listing standards of the New York Stock
Exchange (“NYSE”).
No director shall qualify as “independent” for purposes of the NYSE independence standards
unless the Board affirmatively determines on an annual basis that the director has no material
relationship with Otis. The Board has adopted the standards set forth in its Director
Independence Policy to assist it in making determinations of independence.
4.

Conflicts of Interest

Directors must be loyal to and act in the best interests of Otis and promote shareholder longterm value. Directors must avoid conflicts of interest and any appearance thereof, as defined byapplicable laws and as set forth in The Otis Absolutes.
Prior to beginning service as a director, each new director will disclose all situations that could
reasonably represent a conflict of interest by providing relevant financial and other information
to Otis. Otis will provide a questionnaire intended to facilitate this process. All directors will
update this information as changes occur.
Annually, Otis will survey its directors to affirm compliance with this policy and to ensure thatmatters are reported publicly as required by applicable laws. These disclosures must include
any “related person transactions,” as defined by Securities and Exchange Commission
regulations and NYSE listing standards. All disclosures will be made to the Corporate Secretary
who, together with the Vice President, Global Ethics & Compliance, will review thecircumstances with the Nominations and Governance Committee or the Board, as appropriate.
The Nominations and Governance Committee or the Board, as appropriate, will determine
whether a conflict of interest or “related person transaction” exists and decide the appropriate
course of action, consistent with Otis’ best interests. The Board has adopted a Related Person
Transactions Policy to assist it in reviewing potential related person transactions.
In the event that the Board or any Committee considers matters that could potentially present an
actual or apparent conflict of interest, the director will notify the Chair and, if appropriate, recuse
himself or herself from those deliberations and/or refrain from voting on the matter.
Any waiver with respect to a conflict of interest or related person transaction for a director or
executive officer must be approved by the Nominations and Governance Committee or the
Board.
5.

Director Orientation and Continuing Education

Each new director will participate in an orientation program to familiarize the director with theroles and responsibilities of the Board and its committees. The orientation program will also
include reviews of Otis’ (i) business, operations and management; (ii) strategic plans; (iii)financial statements and significant financial, accounting and risk management issues; (iv)compliance programs and The Otis Absolutes; and (v) the internal audit function andindependent auditors. The orientation will include meetings with key executives and, to theextent practical, visits to significant facilities and operations. The new director orientation
program will also include reviews of specific topics based on each director’s committee
assignments.

3Additional presentations and materials will be provided to the directors from time to time on
an individual basis or collectively, as appropriate, to familiarize the directors with newdevelopments, as necessary to allow them to carry out their responsibilities as Board andcommittee members. The Board will endeavor to conduct at least one annual on-site visit toan Otis operating unit, familiarizing directors with the operations of that unit and facilitating
direct interaction between directors and operating personnel as appropriate.
Directors are also encouraged to attend outside continuing education programs for directors andwill be reimbursed by Otis for the cost of such programs and related expenses. The Corporate
Secretary will assist directors in identifying such programs.
6.

Uncontested Director Elections

In an uncontested election of directors, any nominee for director who is an incumbent director
and who receives a greater number of votes cast “against” than votes “for” his or her election
will promptly tender his or her resignation to the Chair of the Nominations and GovernanceCommittee following certification of the shareholder vote. The Nominations and GovernanceCommittee will promptly make a recommendation to the Board about whether to accept or reject
the tendered resignation.
The Board will act on the Nominations and Governance Committee’s recommendation no later
than 90 days after the date of the shareholders’ meeting. The Board will consider the
Nominations and Governance Committee’s recommendation and any additional information the
Board believes to be relevant in deciding whether to accept the tendered resignation. Otis willpromptly publicly disclose the Board’s decision (providing an explanation of the process bywhich the decision was reached and, if applicable, the reasons for rejecting the tendered
resignation) in a Form 8-K filed with the Securities and Exchange Commission.
To the extent that the Board accepts one or more directors’ resignations, the Nominations andGovernance Committee will recommend to the Board whether to fill such vacancy or vacancies
or to reduce the size of the Board. The Board will consider the Nominations and GovernanceCommittee’s recommendation and any additional information the Board believes to be relevant
in deciding whether to fill such vacancy or vacancies and/or to reduce the size of the Board.
Any director who tenders his or her resignation pursuant to this provision will not participate in
the Nominations and Governance Committee recommendation or Board consideration
regarding the tendered resignation. If a majority of the members of the Nominations andGovernance Committee receive a majority vote “against” in the same election, then the
independent directors who did not receive a majority vote “against” will appoint a Board
committee amongst themselves solely to consider the tendered resignations and to recommend
to the participating eligible Board members whether to accept or reject each resignation.
7.

Change in Primary Responsibilities/Outside Board Memberships

If a director’s principal employment or principal responsibilities outside of Otis change
substantially, the director will offer to resign from the Board. The Nominations and GovernanceCommittee will recommend to the Board whether the resignation should be accepted.
Continued Board service should also be reviewed if there is a change in the number of publiccompany boards on which a director serves. For Audit Committee members, continued service
on that committee should be reviewed if there is an increase in the number of public company
audit committees on which the director serves.

4The Board has authorized the Nominations and Governance Committee to examine theappropriateness of a director’s continuing Board or committee service in each such instance. A
director may not serve on the boards of more than four other public companies in addition to the
Otis Board.
Members of the Board will also notify the Chair or the Corporate Secretary prior to joining theboard of a public company or for-profit company in order to permit a review of any relationshipbetween Otis and such other entity that may affect the independence of the director, require
disclosure or conflict with other legal requirements.
8.

Board Membership of a Former CEO

If the CEO resigns that position and is also a member of the Board, he or she will offer to resignfrom the Board at the same time. A decision on whether to accept the resignation will be
discussed by the Board and with the new CEO. This is a matter to be decided based on thefacts in each instance.
9.

Term Limits/Retirement

There are no fixed term limits for members of the Board since such a policy could deprive Otisof the benefit of the experience and insight into Otis’ operations that develop and strengthen
over time.
The current policy of the Board is that directors shall not stand for reelection and shall retire
from the Board as of the annual meeting of shareholders following their attainment of age
seventy-five (75). The Board retains the authority to approve exceptions to this policy based
upon special circumstances.
10. Directors Who Become Aware of Circumstances that May Adversely Reflect Upon
the Director or the Company
If a director becomes aware of circumstances that may adversely reflect upon the director, anyother director, or Otis, the director should notify the Nominations and Governance Committee ofsuch circumstances. The Nominations and Governance Committee will consider thecircumstances, and may in certain cases request the director to cease the conflicting activity, orin more severe cases, request that the director submit his or her resignation from the Board if,
for example, continuing service on the Board by the individual is not consistent with the criteria
deemed necessary for continuing service on the Board.
C.

COMMITTEE ORGANIZATIONThe Board has established the following standing committees to assist in the performance of theBoard’s duties: Audit, Nominations and Governance, and Compensation. The Audit,
Nominations and Governance and Compensation Committees shall be composed solely of
independent directors. The rotation of committee assignments is not mandated as a matter ofpolicy. The chair of each committee shall be annually designated by the Board, uponrecommendation of the Nominations and Governance Committee, in consultation with the Chair
and the Lead Director. Subject to applicable legal and NYSE listing requirements, the Board
may form new committees or disband existing committees depending upon its needs andcircumstances.

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D.

BOARD AND COMMITTEE MEETINGS

1.

Agendas and Schedules for Meetings

The Chair, in consultation with the CEO, as applicable, shall establish the schedule and agenda
for all meetings of the Board to be held during the year, subject to final approval by the Lead
Director. Agendas shall include key subjects to be presented and discussed during suchmeetings, as well as periodic reviews of long-term strategic objectives and management
development plans.
The chair of each Board committee shall establish the agenda and determine the frequency
and length of the respective committee meetings. Special meetings of each Board committee
may be called by any two members of the committee (or, if there is only one member, by thatmember in concert with the Chair, or if the member is the Chair, then by the Chair) or by the
Chair or the Lead Director. Directors are encouraged to suggest at any time agenda items for
Board or committee meetings, to request additional meeting materials and to raise at any Boardor committee meeting subjects not on the agenda for that meeting.
The Chair and the Lead Director are expected to attend, to the extent feasible, all Board
committee meetings.
2.

Board Materials and Presentations

The Chair, in consultation with the CEO, as applicable, is responsible for ensuring that the
information and materials provided to the Board are appropriate, sufficient and high quality,
subject to final approval by the Lead Director.
Consistent with the efficient use of time and resources and to the extent practicable, briefing
materials and supporting data related to matters to be reviewed at planned meetings are
distributed to directors sufficiently in advance of Board meetings to allow appropriate
consideration. Management should exercise judgment as to materials appropriate for advance
distribution.
Senior executives are encouraged to attend Board meetings, as appropriate, at the invitationof the CEO, the Board, the Chair and/or Lead Director. Similarly, senior executives areencouraged to bring other executives to Board meetings or to other Board functions, as
appropriate, who are high potential individuals who would benefit from exposure to the Board,or who are subject area experts who may contribute to the Board’s discussions.
E.

BOARD OVERSIGHT OF MANAGEMENT

1.

Evaluation of the CEO and the Chair

The Board shall conduct annual performance evaluations of the CEO and the Chair, theresults of which shall be communicated to the CEO and the Chair by the Lead Director.
The annual evaluation is based on objective criteria, including performance of the business,accomplishment of long-term strategic objectives, development of management, and othermore subjective criteria. The annual evaluation is used by the Compensation Committee inthe course of its deliberations when considering the compensation of the CEO and the Chair.
In addition to the annual evaluations, the performance of the CEO and the Chair are subject toongoing evaluation by the Board and the Lead Director, to be communicated to the CEO andChair by the Lead Director. The Lead Director shall provide constructive feedback on various
topics as appropriate, including, e.g., the functioning of the Board, substantive content reviewed
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by the Board, actions or concerns raised during private sessions of independent directors, or
any other issues or concerns that may arise.
2.

Board Access to Management and Advisors

Board members will have full access to all management and, as necessary and appropriate,
independent advisors.
3.

Management Development and Succession Planning

The Board reviews succession planning and management development on an annual
basis. The Board also has available on a continuing basis the CEO’s recommendations as tohis or her successor should the CEO unexpectedly be unable to serve.
4.

Shareholder Communications

Shareholders and other interested persons may send communications to the Board, the Chairor the Lead Director, or to one or more independent directors through the various methods
provided on Otis’ website. Communications relating to Otis’ accounting, internal controls,
auditing matters or business practices will be reviewed by the Otis Global Ethics andCompliance Organization and reported to the Audit Committee in accordance with Section E.5.,
below. All other communications will be reviewed by the Corporate Secretary and reported to
the Board, as appropriate.
5.

Audit Committee Communications

The Audit Committee has established and authorized the Vice President, Global Ethics &Compliance, to maintain procedures for the receipt, retention and treatment of complaints
received by Otis regarding: (i) accounting, internal accounting controls or auditing matters and(ii) the confidential, anonymous submission by Otis employees, shareholders and otherinterested persons of concerns regarding questionable accounting or auditing matters, andbusiness practices. These complaints and concerns can be communicated to the Otis
Ombudsman through the methods provided on Otis’ website. The Corporate Vice President,
Global Ethics & Compliance, will review and investigate, as appropriate, such complaints andconcerns and report thereon to the Audit Committee on a regular basis.
6.

Public and Government Relations

As appropriate, the Board shall monitor Otis’ public and government relations activities.

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ATTACHMENT A
LEAD DIRECTOR RESPONSIBILITIESA.
The Lead Director acts in an advisory capacity to the CEO and the Chair, as applicable,
and to management in matters concerning the interests of the organization and the Board andrelationships between management and the Board. The Lead Director will seek to ensure thatmatters of significance are brought to the Board and are discussed and considered by all
members of the Board.
B.

Specific responsibilities of the Lead Director shall include:
1.

Preside at Board Meetings
a. Preside at all meetings of the full Board when the Chair is not present.
b. Develop agendas for and preside at all private sessions of the independent
directors. Provide feedback regarding such sessions to the CEO and the
Chair.

2.

Call Meetings of the Board
a. Each of the Lead Director, the Chair or any four directors acting together has
the authority to call special meetings of the Board. The Lead Director has
the authority to call private sessions of the independent directors.

3.

Perform other Corporate Governance Functions
a. In conjunction with the CEO and the Chair, as applicable, ensure that therespective responsibilities of the Board and management are understood,
and that the boundaries between such responsibilities are respected.
b. Serve as principal liaison on Board-wide issues between the independent
members of the Board and the CEO and/or the Chair, as necessary.
c. Ensure that annual evaluations of the CEO and the Chair by the Board are
conducted and communicated as contemplated by Section E.1 of these
Corporate Governance Guidelines.
d. Provide ongoing feedback to the CEO and the Chair on various topics asappropriate, including, e.g., the functioning of the Board, substantive content
reviewed by the Board, actions or concerns raised during private sessions of
independent directors, or any other issues or concerns that may arise.
e. Review and provide final approval of the agendas and schedules formeetings as contemplated by Section D.1 of these Corporate Governance
Guidelines.
f.

Review and provide final approval of the information and materials provided
to the Board as contemplated by Section D.2 of these Corporate
Governance Guidelines.

8g. Jointly lead with the chair of the Nominations and Governance Committee
self-evaluations as contemplated by Section A.6 of these Corporate
Governance Guidelines, and work with the Nominations and GovernanceCommittee to address as appropriate issues that arise relating to theperformance of individual directors.
h. Assist with the evaluation and recruitment of director candidates ascontemplated by Section B.1 of these Corporate Governance Guidelines.
i.

Assist with the selection of committee chairs as contemplated by Section Cof these Corporate Governance Guidelines.

j.

In conjunction with the CEO and the Chair, as applicable, plan and organize
the activities of the Board, including:
1. The formation of Committees and the integration of their activities withthe work of the Board.
2. The ongoing formal and informal communication with and among
directors, including the Lead Director communicating as needed with theother independent directors.
3. Where Board functions have been delegated to committees, ensure thatthe results and actions are reported to the Board.
4. Facilitate succession planning and management development as
contemplated by Section E.3 of these Corporate Governance Guidelines.
5. Such other duties as the Lead Director, the CEO and the Chair, as
applicable, may agree.

4.

Relations with Shareholders and other Stakeholders
a. As contemplated by Section A.7 of these Corporate Governance
Guidelines, at the request of management or major shareholders, meet, as
representative of the Board, on occasion with representatives of significant
constituencies having an interest in Otis, and ensuring his or her availability
for such occasions.

5.

Authorize Retention of Outside Advisors and Consultantsa. Authorize the retention of, and, together with the CEO and other Executive
Officers, ensure that the Board has the ability to retain, outside advisors andconsultants who report directly to the Board on Board-wide issues.

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