VAALCO Energy, Inc.

Governance Policies

Code of Business Conduct and Ethics

Introductory Letter

 

To Our Employee, Officers and Directors:

VAALCO Energy, Inc. (the “Company”) has a proud tradition of maintaining the highest legal and ethical standards in the conduct of its business. We seek success in all of our business endeavors, but any success we may achieve at the expense of high ethical standards would be hollow. We believe that an awareness of the Company’s general policies regarding business conduct is vital to the Company and to each employee, officer, director, contractor and representative in the achievement of our mission.

For our employees, officers, directors, contractors and representatives, proper business conduct requires strict compliance with the spirit and the letter of the laws and regulations that apply to our business, but proper conduct means more than that. It means adherence to the highest business and personal ethics in dealings involving the Company or its reputation. Attached to this memorandum is VAALCO’s Code of Business Conduct and Ethics (the “Code”) including Addendum A -- the Code of Ethics for the Chief Executive Officer and Senior Financial Officers. Although it cannot answer every question of conduct that may arise in our business, it should alert you to situations that may require extra caution, concern or guidance. It is also Company practice to encourage everyone to ask questions, seek guidance, and express any concerns they may have. When in doubt, our employees, officers, directors, contractors and representatives should ask themselves the following questions:

  • Would my action inspire trust? Is it fair and just?
  • Is my action legal? If legal, is it also ethical? Are my actions honest in every respect?
  • Is anyone’s life, health or safety endangered by this action?
  • Can I defend this action with a clear conscience before my supervisor, fellow employees, and the general public?
  • Would my supervisor act this way? Would it be helpful to ask my supervisor about this matter before I act?
  • Would I be proud to read about my action in the newspaper?
  • Does the action violate Company policy?
  • Is the action consistent with the Company’s values?
  • What would I tell my child to do?

You may consult your supervisor, upper management or the Company’s Corporate Compliance Officer to seek advice. Please see the procedures set forth in Article XX. of the Code entitled How to Seek Advice or Report Violations of Company Policies. If you are unsure about what to do, ask questions and keep asking until you are certain you are doing the right thing. We expect these policies to be observed. It is not an excuse that questionable conduct is well-motivated or intended to “benefit” the Company. The Company may be exposed to significant civil and criminal penalties and the Company’s reputation may be severely damaged. In addition, violating certain standards in the Code may subject such violator to personal fines and jail terms. In any event, violating the standards of business conduct set forth in the Code may subject a violator to severe disciplinary action, up to and including termination.

You are required to read and understand the Code. This Code, together with related policies, procedures and educational efforts comprises the Company’s internal compliance program. As an integral part of this program you will be required to submit an annual certification of compliance on the form at the end of this document.

Sincerely,

VAALCO Energy, Inc.