Approved by the Board of Directors April 24, 2019


Any employee or director of Tectonic Financial, Inc. (the “Company”) may anonymously and confidentially report concerns (“Concerns”) regarding accounting or auditing matters or violations or suspected violations of the policies, standards, or Company Code of Business Conduct and Ethics (the “Code”) to the Company’s Audit Committee Chair without fear of retaliation. In order to facilitate the reporting of Concerns, the Board of Directors of the Company adopted the procedures set forth in this Whistleblower Policy. This Whistleblower Policy is designed to establish policies and procedures for submission of Concerns, receipt, retention and treatment of Concerns, and the protection of directors and employees reporting Concerns from retaliatory actions.


Audit Committee Chair. The Audit Committee is responsible for investigating and making appropriate recommendations to the Board of Directors with respect to all reported Concerns. In addition, the Audit Committee will maintain a log of all complaints tracking the receipt, investigation and resolution of all complaints. Copies of complaints and such log will be maintained in accordance with the Company’s document retention policy.


Introduction. The Code sets out the basic standards of ethics and conduct to which all of the directors and employees of the Company are held while acting on behalf of the Company. These standards are designed to deter wrongdoing and to promote honest and ethical conduct, as well as protect the reputation of the Company and promote compliance with applicable laws, rules and regulations.

Reporting Responsibility. Each director and employee of the Company has an obligation to report, in accordance with this Whistleblower Policy, (a) questionable or improper accounting or auditing matters and (b) violations and suspected violations of the Code, including, but not limited to:

SEC Office of the Whistleblower 100 F Street NE

Mail Stop 5631

Washington, DC 20549

Phone: (202) 551-4790


Handling of Reported Violations. The Audit Committee shall address all reported Concerns. The Audit Committee Chair shall immediately notify the President, Chief Executive Officer, Chairman of the Board of Directors and the Chief Financial Officer of any such Concern, unless doing so would hinder the full and complete investigation of the Concern. Concerns involving executive officers and/or directors will be promptly reported to the Board of Directors of the Company. The Audit Committee Chair will notify the sender (if not an anonymous Concern) and acknowledge receipt of the Concern within five business days, if possible. However, it may not be possible to acknowledge receipt of anonymously submitted Concerns.

All reports will be promptly investigated by, or under the supervision of, the Audit Committee, and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation. Any action taken by the Board of Directors will include the reaching of a conclusion and follow-up with the complainant as deemed appropriate by the Company in order to achieve closure of the Concern.

The Audit Committee has the authority to retain outside legal counsel, accountants, private investigators or any other resource deemed necessary to conduct a full and complete investigation of the Concern. The Company shall pay all costs for such resources.

Acting in good faith. Anyone reporting a Concern must act in good faith and have reasonable grounds for believing that the information disclosed indicates an improper accounting or auditing practice, or a violation of the Code. The act of making allegations that prove to be unsubstantiated, and that prove to have been made maliciously, recklessly or with the foreknowledge that the allegations are false, is a serious transgression and may result in discipline, up to and including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.

Confidentiality. Reports of Concerns, and investigations pertaining thereto, shall be kept confidential to the fullest extent possible, consistent with the need to conduct an adequate investigation. Disclosure of reports of Concerns to individuals not involved in the investigation is a serious transgression and may result in discipline, up to an including termination of employment. Such conduct may also give rise to other actions, including civil lawsuits.