Whistleblower Policy

As a safeguard to our integrity, our whistleblower policy ensures that proper conduct is carried out through all facets and at every level of our business.

Accord Financial Corp. and its subsidiaries (Accord) require directors, officers and employees to conduct their duties and responsibilities with the highest standards of business and personal ethics. As employees and representatives of Accord, they must practice honesty and integrity in, and comply with, all applicable laws and regulations. Even the best systems of control cannot provide absolute safeguards against irregularities. Intentional and unintentional violations of laws, regulations, policies and procedures may occur and may constitute improper activities. This policy governs the reporting and investigation of allegations of suspected improper activities.

Accord’s internal controls, operating procedures and policies are intended to detect, prevent or deter improper activities, including any activity by an employee undertaken in the performance of their official duties, whether or not that action is within the scope of his or her employment, and is in violation of any applicable law or regulation, including, but not limited to, corruption, malfeasance, bribery, theft of property, fraudulent claims, fraud, coercion, conversion, malicious prosecution, misuse of property, or willful omission to perform a duty, is economically wasteful, or involves gross misconduct, incompetence or inefficiency.

A Whistleblower is a person or entity making a disclosure of improper activities, and may be an employee, vendor, client, customer or the general public. A whistleblower is not an investigator or finder of fact, and does not determine appropriate corrective or remedial action that may be warranted. The purpose of this policy is to establish procedures whereby a person may report improper activities, as defined below.

Reporting responsibility It is the responsibility of all directors, officers and employees to report violations, suspected violations or unlawful conduct in accordance with this Whistleblower Policy. Improper activities include corporate fraud, unethical business conduct, violations of laws and practices or procedures related to accounting, internal accounting controls, or auditing. Particular areas of concern include equal employment opportunity, harassment, conflicts of interests, confidential or proprietary information, accounting controls and procedures, fraud, protection of shareholder interests and competition.

Improper activities related to accounting controls and procedures may include fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of or deliberate the recording and maintaining of Accord’s financial records; deficiencies in or non-compliance with Accord’s internal accounting controls; misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Accord, or deviation from full and fair reporting of Accord’s financial condition.

No retaliation No director, officer or employee, who in good faith reports a violation, shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This whistleblower policy is intended to encourage and enable employees and others to raise serious concerns within Accord rather than seeking resolution outside Accord.

Reporting violations Accord has an open door policy, and encourages employees to share their questions, concerns, suggestions or complaints with someone who can address them properly –in most cases, an employee’s supervisor is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with someone in management whom you are comfortable approaching. Supervisors and managers are required to report suspected violations to the chairman of the audit committee, who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud or securities law violations, or when you are not satisfied or uncomfortable with following Accord’s open-door policy, individuals should contact the chair of the audit committee directly.

The chair of the audit committee is responsible for investigating and resolving all reported complaints and allegations concerning violations and, at his discretion, may advise the president, CFO and/or the audit committee.

Accounting and auditing matters The Audit Committee shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing.

Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation.  Any allegations that prove not to be substantiated and which prove to have been made frivolously will be viewed as a serious disciplinary offense.

Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of reported violations The chair of the audit committee will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

Stephen Warden

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