By Jamie Freed
SINGAPORE (Reuters) - Under CEO John Borghetti, Virgin Australia Holdings Ltd (VAH.AX) transformed from a budget airline into a serious rival to Qantas Airways Ltd (QAN.AX) with the backing of strategic investors including Singapore Airlines Ltd and China's HNA Group.
The support, however, came at a price - a shareholder register dominated by airline partners with competing interests and a sometimes fractured board.
Borghetti, only the second CEO since the company began operations in 2000, has announced plans to depart, leaving open one of the toughest jobs in aviation.
His successor faces major challenges as the airline looks to build on recent improvements in its balance sheet and domestic business and turn around its international and low-cost divisions.
Chairman Elizabeth Bryan said Virgin Australia had yet to short-list CEO candidates, meaning an appointment could take some time.
"We are looking for a CEO that can take on the strategy we have got in place and continue to push it toward profitability and who will generally work to support the positive momentum that we have got going," she told Reuters in a phone interview.
Virgin last week forecast it would be profitable in the current half after posting a A$109.6 million ($79.2 million)annual operating profit, the best in a decade. Its statutory loss after tax of A$653.3 million, however, was a record due to impairments and restructuring charges.
In the domestic market, which accounts for two-thirds of Virgin's revenue, a stable duopoly has emerged with Qantas. Both airlines have cut capacity, resulting in higher fares and record domestic profits, with the exception of Virgin's struggling low-cost arm, Tigerair Australia.
The international market, loss making for Virgin, presents a bigger challenge.
The airline is adding flights in the competitive Hong Kong market and a long-running joint venture with Air New Zealand Ltd (AIR.NZ) covering flights between Australia and New Zealand ends next month. The pair then switch from partners to rivals.
Virgin Chief Financial Officer Geoff Smith said the domestic business was the "golden egg" and it would use the smaller international division, which also flies to Los Angeles in partnership with Delta Air Lines Inc (DAL.N), for inbound traffic to funnel passengers to the domestic service.
"I think probably there is more for this than for international to be profitable," he said in an interview. "Yes, absolutely it has to improve and it will improve with the maturity of the Hong Kong market as but one example."
Air New Zealand, once Virgin's largest shareholder, sold its stake to Chinese conglomerate Nanshan Group [NANSH.UL] in 2016 after becoming frustrated with ongoing losses, a source with knowledge of the situation said on condition of anonymity.
The New Zealand airline had pushed for Virgin to abandon its international widebody fleet, focus on more profitable domestic and short-haul operations and appoint a new CEO, but it lost the argument in a boardroom bust-up, the source said.
Air New Zealand declined to comment.
(Graphic: Virgin Australia ownership and earnings: https://fingfx.thomsonreuters.com/gfx/editorcharts/AUSTRALIA-VIRGIN/0H0014BSJ20F/index.html)
Virgin has a free float of just 9 percent but due to Australian listing rules, its 12-member board is dominated by independent directors, none of whom have a background in aviation. It has five directors nominated by its strategic shareholders, including founder and brand licenser Richard Branson's Virgin Group, many of which have rival interests.
Singapore Airlines (SIAL.SI) and Abu Dhabi's Etihad Airways, for example, compete to attract Virgin's customer base on codeshare flights to Europe.
"If one was to come off the share register then the company may give commercial preference to their shareholder and not to the one that isn't a shareholder," a source familiar with Virgin said on condition of anonymity. "I think Etihad and Singapore for commercial reasons want to stay on the share registry."
An Etihad spokesman said his airline, which has been cutting costs and slimming down its operations, remained committed to its stake in Virgin. Singapore Airlines declined to comment.
Aviation-to-financial services conglomerate HNA, which has been selling assets globally to lower its debt levels, owns a 19.8 percent stake in Virgin, which has added flights to Hong Kong that help feed the HNA network in Asia.
HNA is not actively attempting to sell its holding, which is currently worth around 9 percent less than its 2016 entry price, but is willing to discuss inbound expressions of interest, said a source familiar with the situation on condition of anonymity. An HNA spokesman declined to comment.
Under Australian corporate rules, if one of the existing strategic shareholders wanted to buy the HNA stake it would need to make a takeover offer for the remainder of Virgin.
Singapore Airlines and Nanshan are not interested in buying the HNA stake, sources familiar with their strategies said on condition of anonymity. Singapore Airlines declined to comment, while Nanshan could not be reached immediately for comment.
If HNA's stake was purchased by an outside investor, the basic board dynamics would not change unless a full takeover offer was made. Virgin has a market value of $1.37 billion, with shares down nearly 20 percent since January versus a 25 percent rise at Qantas.
In February, Virgin's board abandoned an attempt to take the airline private due to a lack of agreement among shareholders.
"At the moment, the shareholder structure is not ideal given the lack of liquidity and free float," said Oscar Oberg, a portfolio manager at Wilson Asset Management, one of the few funds invested in the stock.
The fund invested last year on the premise of Virgin being a turnaround story, with cost savings and capacity reductions across the industry leading to rising fares and a stronger balance sheet, he said.
An experienced executive recruiter said the shareholder structure and unusual boardroom posed challenges for the CEO search process.
"The chairman does her best job of pulling them together, but with a board that diverse they are going to have very different opinions," the recruiter said on condition of anonymity. "The risk is they end up with not a clear strategy but a bland one."
(The story corrects description of loss in paragraph seven to statutory loss after tax, not underlying loss.)
(Reporting by Jamie Freed. Editing by Lincoln Feast.)