REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders of <strong>VAALCO</strong> <strong>Energy</strong>, <strong>Inc</strong>. and subsidiaries:Houston, TexasWe have audited the internal control over financial reporting of <strong>VAALCO</strong> <strong>Energy</strong>, <strong>Inc</strong>. and subsidiaries (the“Company”) as of December 31, <strong>2010</strong>, based on criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’smanagement is responsible for maintaining effective internal control over financial reporting and for itsassessment of the effectiveness of internal control over financial reporting, included in the accompanyingManagement’s <strong>Annual</strong> <strong>Report</strong> on Internal Control Over Financial <strong>Report</strong>ing. Our responsibility is to express anopinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether effective internal control over financial reporting was maintained in all material respects. Ouraudit included obtaining an understanding of internal control over financial reporting, assessing the risk that amaterial weakness exists, testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk, and performing such other procedures as we considered necessary in the circumstances. Webelieve that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed by, or under the supervision of,the company’s principal executive and principal financial officers, or persons performing similar functions, andeffected by the company’s board of directors, management, and other personnel to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordancewith generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may not beprevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internalcontrol over financial reporting to future periods are subject to the risk that the controls may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financialreporting as of December 31, <strong>2010</strong>, based on the criteria established in Internal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated financial statements as of and for the year ended December 31, <strong>2010</strong> of theCompany, and our report dated March 14, 2011 expressed an unqualified opinion on those consolidated financialstatements./s/ DELOITTE & TOUCHE LLPHouston, TexasMarch 14, 201140
Item 9B. Other InformationThe Company has disclosed all information required to be disclosed in a current report on Form 8-K duringthe year ended December 31, <strong>2010</strong> in previously filed reports on Form 8-K.PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceInformation required by this item will be included in the Company’s proxy statement for its 2011 annualmeeting, which will be filed with the Commission within 120 days of December 31, <strong>2010</strong>, and which isincorporated herein by reference.Item 11. Executive CompensationInformation required by this item will be included in the Company’s proxy statement for its 2011 annualmeeting, which will be filed with the Commission within 120 days of December 31, <strong>2010</strong>, and which isincorporated herein by reference.Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMattersInformation required by this item under Item 403 of Regulation S-K concerning the security ownership ofcertain beneficial owners and management will be included in the Company’s proxy statement for its 2011annual meeting, which will be filed with the Commission within 120 days of December 31, <strong>2010</strong>, and which isincorporated herein by reference. Please see “Item 5—Market for Registrant’s Common Equity, RelatedStockholder Matters and Issuer Purchase of Equity Securities” for information on securities that may be issuedunder the Company’s stock incentive plans.Item 13. Certain Relationships and Related Transactions, and Director IndependenceInformation required by this item will be included in the Company’s proxy statement for its 2011 annualmeeting, which will be filed with the Commission within 120 days of December 31, <strong>2010</strong>, and which isincorporated herein by reference.Item 14. Principal Accountant Fees and ServicesThe information required by this item is incorporated by reference from the Company’s definitive proxystatement for its 2011 annual meeting, which will be filed with the Commission within 120 days of December 31,<strong>2010</strong>, and which is incorporated herein by reference.41
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