Governance Policies

Code of Conduct

Introductory Letter

To Our Employees, 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 and director in the achievement of our mission.

For our employees, officers and directors, 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. The policies summarized in this booklet go beyond the strict requirements of the law. Although it cannot answer every question of conduct that may arise in our business, this booklet 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 and directors 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 anyones 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 it violate Company policy?
• Is it consistent with the Companys values?
• What would I tell my child to do?

You may consult your supervisor, upper management or a Company attorney to seek advice. Please see the procedures set forth on the last page of this booklet for seeking advice or reporting possible unethical conduct. 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 reputation may be severely damaged. In addition, violating certain standards in this booklet may subject such violator to personal fines and jail terms. In any event, violating the standards of business conduct outlined in this booklet may subject a violator to severe disciplinary action, up to and including immediate termination.

You are urged to read and understand this booklet. This booklet, together with related policies, procedures and educational efforts comprises the Companys internal compliance program as contemplated by the Federal Sentencing Guidelines for corporations. As an integral part of this program you may be required to submit an annual certification of compliance on the form at the end of this booklet.

Sincerely,
VAALCO Energy,Inc.
Robert L. Gerry III, Chairman
and Chief Executive Officer