Code of Conduct and Ethics for Chief Executive,
President and Senior Financial Officers


The attitude and actions of the Chief Executive Officer (the "CEO"), President, Chief Financial Officer (the "CFO") and Corporate Controller (collectively as "Executives") of Dejour Energy Inc. (the "Company") are crucial for maintaining the Company’s commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in the Company’s public reports and communications, and (iii) compliance with applicable governmental laws, rules and regulations. Accordingly, the Company’s Board of Directors has developed and adopted this Code of Conduct and Ethics (the "Code") applicable to its Executives with the goal of promoting the highest moral, legal and ethical standards and conduct within the Company.

Honest and Ethical Conduct

While the Company expects honest and ethical conduct in all aspects of the Company’s business from all employees, the Company expects the highest possible honest and ethical conduct and integrity from the Executives. These Executives must set an example for the Company’s employees and the Company expects these officers to foster a culture of transparency, integrity and honesty. Integrity requires adherence to both the form and the spirit of technical and ethical accounting standards and principles.

Conflicts of Interest

Service to the Company should never be subordinated to personal gain and advantage. If any of the Executives becomes aware that he or she is in a situation that presents an actual or apparent conflict of interest (i.e., any situation where that individual’s private interest or personal gain interferes or appears to interfere with the interests of the Company), or is concerned that an actual or apparent conflict of interest might develop, he or she is required to discuss the matter with the Audit Committee for the purpose of developing a means for the ethical handling of that situation.


The Executives, among others, have a supervisory role with respect to the preparation of the Company’s reports and documents filed with or submitted to the various securities commissions in Canada, the United States Securities and Exchange Commission (the "SEC") and the Company’s other public communications and are responsible for taking all steps reasonably necessary to cause the disclosure in these reports, documents and other communications to be full, fair, accurate, timely and understandable. Adequate supervision includes closely reviewing and critically analyzing the financial information to be disclosed, ensuring that proper accounting controls have been applied, that transactions are properly authorized and recorded, and that relevant records have been properly retained. Full, fair and accurate disclosure includes the full reporting of facts, professional judgments and opinions, whether favorable or unfavorable.

Each of the Executives shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, or any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosure or internal controls.

In the performance of their duties, the Executives are prohibited from knowingly misrepresenting facts. The Executives will be considered to have knowingly misrepresented facts if he or she knowingly (i) makes, or permits or directs another to make, materially false or misleading entries in financial statements or records; (ii) fails to correct materially false and misleading financial statements or records; (iii) signs, or permits another to sign, a document containing materially false and misleading information; or (iv) falsely responds, or fails to respond, to specific inquires of the Company’s external auditors.

The Executives are prohibited from directly or indirectly taking any action to interfere with, fraudulently influence, coerce, manipulate or mislead the Company’s independent public auditors in the course of any audit of the Company’s financial statements or accounting books and records.

Compliance with Law

It is the Company’s policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of the Executives to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Each of the Executives shall promptly bring to the attention of the Audit Committee any information he or she may have concerning evidence of a material violation of securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of a violation of the Company’s Code.


The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by the Executives with the goal of deterring wrongdoing and promoting accountability for adherence to this Code. Actions may include written notice, censure, demotion or re-assignment, suspension with or without pay or benefits and termination of employment.

Violations of this Code may also constitute violations of law and may result in civil and criminal penalties for the violator, the violator’s supervisors and the Company.

Whistleblower Policy

Securities Regulators in Canada have established rules requiring the audit committees of public companies to develop confidential, anonymous submission procedures for receiving complaints from employees and consultants regarding any fraud, wrong doing or violation, including those related to accounting, internal accounting controls or auditing matters.  To meet these requirements, the Corporation’s Audit Committee of the Board of Directors has developed this Whistleblower Policy.

No Retaliation

No director, officer, consultant or employee who in good faith files a complaint, submits a concern or reports any fraud, wrong doing or a violation or suspected violation shall suffer harassment, retaliation or adverse employment consequence.  This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Corporation rather than seeking resolution outside the Corporation.

Acting in Good Faith

Anyone filing a complaint, submitting a concern or reporting wrong doing or a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed.  Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Reporting Procedure

Anyone with a complaint or concern about the Corporation may contact their supervisor or manager responsible for the group which provides the relevant service, recognizing however, that this depends on the seriousness and sensitivity of the issues involved and who is suspected of wrong doing.

You may also contact Mathew Wong, CFO at 604-638-5058.

If you feel this matter is serious, as an alternative, complaints or reports under this Whistleblower Policy may be submitted on a confidential, anonymous basis to the Chair of Audit Committee at:

Mr. Craig Sturrock

Twenty-Seventh Floor, Three Bentall Centre

595 Burrard Street

Vancouver, British Columbia, V7X 1J2

Phone: 604.689.1261

Fax: 604.688.4711

Handling of Reports

The Audit Committee of the Board of Directors shall address all reports submitted to it of complaints or concerns, including those regarding wrong doing, corporate accounting practices, internal accounting controls or auditing matters.  All reports submitted to the Audit Committee of the Board of Directors will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.