The health and socioeconomic disaster caused by Covid-19 has distracted public attention from various other phenomena. These include the recent merger of the Italian Consorzi Agrari into Consorzi Agrari d’Italia S.p.A (CAI).
A detailed ‘dossier of poisons’ exposes violations of law and conflicts of interest in an operation renamed ‘Federconsorzi 2,’ with good memory of the financial crash that swept Italian agriculture in 1991. The anonymous report has been circulating on the social networks of practitioners for several weeks now.
The dossier is attached and summarized, in the article to follow, with benefit of inventory. We invite those with circumstantial reports to please share them, to help us understand whether and to what extent this report is indeed well-founded. Information crowdsourcing.
Consorzi Agrari d’Italia SpA, CAI. The Poison Dossier
The poison dossier is dedicated to Consorzi Agrari d’Italia SpA. Subtitle, ‘the theft of farmers’ assets through the spin-off of the activities of the Italian Agricultural Consortia and the strengthening of Bonifiche Ferraresi SpA’s position in the agricultural sector‘. The summary reports on:
– ‘an illicit private and financial interest, conducted with instruments and purposes that have nothing to do with agriculture.’
– ‘an entanglement between Coldiretti, a reservoir of votes when needed for different political forces, and Federico Vecchioni, CEO of Bonifiche Ferraresi.’
– the ‘complicity of some parts of the state,’ the immobility of politics, the silence of the press and institutions. ‘The presence of Cassa Depositi e Prestiti (CDP), among the shareholders of Bonifiche Ferraresi SpA’, e
-‘the too numerous conflicts of interest with the participation of the same individuals among subsidiaries and parent companies’.
CAI, a ‘new’ Federconsorzi? The complaint
The CAI operation is described, already in the summary, as ‘the creation of a new company that will swallow up the Agricultural Consortia illegally, posing it as a “new” Federconsorzi.’
It refers to ‘illegitimate choices, which counteract the mutuality of agrarian consortia and result in an emptying of powers of consortia members’ meetings, consolidation of turnovers in a company with seriously loss-making balance sheets.’
A ‘crime againstthe agricultural world,’ the summary concludes, with a question. ‘Why are the authorities called to supervise, the Ministry of Economic Development, the Ministry of Agriculture, Consob, not doing so?‘
Federconsorzi, a tragic story
Federconsorzi (1892-1981) was founded in 1892 as a second-tier consortium to strengthen its bargaining power through collective purchases (e.g., agricultural machinery). He was instrumental both in supporting Fascist-era land reforms and in managing funds allocated by the Marshall Plan(European Recovery Program). Coldiretti founder Paolo Bonomi, a Christian Democrat parliamentarian, took over in 1948.
The huge bandwagon–cabin of Italian agricultural policy, amid clientelism and bribery–wrecked in 1991. Its financial collapse was never punished by the Italian judiciary, although serious responsibilities of the top management of Coldiretti and Confagricoltura, which helmed Federconsorzi, had emerged. (2) This was followed by the selling off of huge assets, at a price so vile as to dissolve about 1 billion euros, and the loss of more than 1,500 jobs.
Federconsortia 2, ambition and legal limits
The holding company Consorzi Agrari d’Italia was established as a consortium company (SCpA) in late 2009. It groups 21 agricultural consortia with a turnover of about 3 billion euros. According to the authors of the dossier, Ettore Prandini, president of Coldiretti since 2018, would have garnered the interest of Federico Vecchioni (former president of Confagricoltura, managing director of Bonifiche Ferraresi SpA) in the idea of ‘developing a large hub for Italian agriculture that would stand up to large multinationals.’
The law on agricultural consortia enacted following the Federconsorzi crackdown (Law 410/1999 as amended) moreover prescribes that consortia:
– are organized as cooperative societies with prevalent mutuality and limited liability (Law 99/2009, Art. 9),
– pursue mutualistic purposes through the provision of goods and employment opportunities on more advantageous terms than market terms,
– may participate in corporations, provided they hold a majority of votes at the ordinary shareholders’ meeting (DL 91/2017, Article 2.3).
Federconsortia 2, the project
Consorzi Agrari d’Italia SCpA, in July 2019, unveiled plans to establish CAI SpA, with the participation of the 6 large Consorzi Agrari. Northeast, Po Plains, Emilia, Adriatic, Central-South, Tyrrhenian. And of the joint-stock company Bonifiche Ferraresi (BF).
The project, according to the dossier, includes:
– sale of the Consortia’s interest-bearing business units (production and/or distribution of agricultural commodities and services, including real estate and capital assets, personnel and working capital) and their transfer to the new Consorzi Agrari d’Italia Srl,
– spin-off of the real estate capital of Consorzi Agrari and related debt, to be contributed to Consorzi Agrari d’Italia Real Estate Srl,
– transformation of the aforementioned CAI Srl into Consorzi Agrari d’Italia SpA. With shares subscribed by the Consortia through the above contributions, by Bonifiche Ferraresi SpA with a capital increase of €61 million.
Governance and asymmetries
The investment agreement signed in 2019, the dossier further states, indicates BF’s maximum stake in CAI’s capital as 49.9 percent. Moreover, the shareholders’ agreement provides for BF’s participation in CAI’s Board of Directors in an equal share with the Agricultural Consortia.
However, the governance of Consorzi Agrari d’Italia SpA would be asymmetrical in favor of the minority shareholder. To the managing directors of Bonifiche Ferraresi SpA would indeed depend crucial decisions. Business plans, approval of budgets, profit distribution. And the CEO, a BF appointee, would have casting vote in the event of a tie vote by the BoD on any board resolution.
Illegitimacy complained of
‘Substantial controlof Newco [CAI] rests with the ostensibly minority partner who consolidates Newco on its balance sheet,’ the report continues. Where it is argued, among other things, that it is unlawful to consolidate the accounts of the investee company with the Civil Code, in the absence of the conditions of control provided therein (Art. 2359 Civil Code).
The unbundling of crucial branches of business for the Agricultural Consortia also affects, in the complainant’s view, their statutory corporate objects and members’ rights. With a substantial surrender of mutualistic objectives in favor of members and the removal of activities-among other things-from the control of their meetings. Not even called to comment on it.
Family business?
The matter gets hot when the report indicates the composition of the Board of Directors of Consorzi Agrari d’Italia SpA, appointed on 8.7.20 for the period 2.9.20-31.12.22. And to the compensation of its members. The focus is on:
– managing director, BT Srls (share capital €2,000). Which is reported to belong to Gianluca Lelli, head of Coldiretti’s Economic Area,
– managing director, ELSE Srl (share capital €1). Instead, whose ownership is attributed to the family of Federico Vecchioni, its administrator.
The ‘family business’ would go far beyond the discrete fees (of 250 thousand and 200 thousand euros, respectively). In fact, CAI’s extraordinary meeting 1.9.20 would have decided to recognize ‘extraordinary compensation’ commensurate with the value of major operations:
– in favor of BT, 1.5 percent of the value on capital transactions put in place by CAI,
– in favor of ELFE, 1.5 percent on the value of all extraordinary finance transactions. Including Mergers & Acquisitions (M&A), in relation to which the same director would receive broad authority.
Conflicts of interest?
In practice, according to the report:
– senior Coldiretti executive Gianluca Lelli would receive 1.5 percent of the value of the contributions of each Agricultural Consortium that joins Consorzi Agrari d’Italia SpA,
– the CEO of Bonifiche Ferraresi SpA (BF), Federico Vecchioni, would receive 1.5 percent on any ‘acquisition’ of new Consortia, as well as on other CAI extraordinary finance transactions. Including those involving public entities, including, for example, Cassa Depositi e Prestiti (CDP, itself a partner in BF).
In the first months of Consorzi Agrari d’Italia SpA’s operations, Lelli and Vecchioni’s companies would thus have earned about 3 million euros, according to the report.
Audit, conflicts of interest?
Instead, the audit of Consorzi Agrari d’Italia SpA appears to be entrusted to the newly formed Agrirevi SPA. Whose reputation is certainly not comparable to that of historical industry leaders, but is characterized in the report by three distinguished personalities:
– President Raffaele Grandolini, ‘Coldiretti’s top man at the head of the Confederation’s administration and director of Filiera Agricola Italiana SpA.‘
– managing director Enrico Leccisi, ‘formerly managing director of Creditavi the confidi of Coldiretti and (…) a trusted man of Vincenzo Gesmundo the ras of Coldiretti.’
– shareholder partner Gabriele Papa Pagliardini, ‘director general of the AGEA state agency that disburses subsidies to farmers through the Authorized Agricultural Assistance Centers – CAA’.
But ‘the role of director generalofsuch an important agency and that of shareholder of a company traceable to Coldiretti, which benefits from such funds,’ is it possible? Will it be true?
Bonifiche Ferraresi SpA (BF)
One chapter of the report is devoted to Bonifiche Ferraresi SpA. Founded in 1872, BF is the first landowner (6500 hectares) and the first agricultural enterprise in Italy. In composition with creditors until 2014, it was taken over by a group of entrepreneurs coordinated by Federico Vecchioni in B.F. Holding, which he administered.
Partners, according to the report, include Cariplo Foundation (23.6 percent), CDP (Cassa Depositi e Prestiti)-Equity (21.49 percent), Sergio Dompé (11.82 percent), Gavio family (6 percent). Sergio De Benedetti reportedly sold his share (14.6 percent) to a company traceable to Federico Vecchioni. Which would hold 10.48 percent of BF shares through the companies ELFE Srl and Arum SpA.
BF and SIS (Italian Seed Society)
BF’s financial statements are described as ‘a masterpiece of managerial incapacity and accounting cunning (…) augmented by acquisitions and extraordinary transactions that concealed its mismanagement‘. Extraordinary operations such as that of Consorzi Agrari d’Italia SpA, worth an estimated €1.5 billion. The 2019 budget – net of capital gains accounting and capitalization of internal costs – would close at a loss of €10 million, according to the authors of the dossier.
‘The only profitable company in the BF galaxy’ would be SIS, the Società Italiana Sementi, which contributes more than 51 percent to the consolidated revenues of Bonifiche Ferraresi SpA. SIS- ‘world-famous for monopoly management of Senatore Cappelli wheat production‘-was owned by the Consorzi Agrari, in the Coldiretti orbit. Who sold its control (42.2 percent of shares) to BF for only 8 million euros. A real bargain, which can perhaps find motive by looking more closely at Federico Vecchioni’s membership.
BF and Arum SpA. Family business?
Arum SpA (named after the wild calla lily or snakebread, a poisonous herbaceous plant) – a partner in Bonifiche Ferraresi Spa (BF) and ‘obviously chaired by Federico Vecchioni,’ as the dossier states – would in turn boast illustrious partners through other Chinese boxes:
– Agricola Quadrifoglio Srl. The report relates its ownership to Ettore Prandini, joking about the namesake with the president of Coldiretti and Consorzio Agrario Nord-Est,
– Progresso Srl. Is this the company of Lucia Liturri, the same name as the wife of Enzo Gesmundo, ‘ras of Coldiretti and deus ex machina of the reorganization project of the Consorzi Agrari’?
– C.C. Holding Ltd. Is it the company of Claudio Costamagna, the former president of Cassa Depositi e Prestiti who invested precisely in Bonifiche Ferraresi SpA?
Some questions
In any case, the questions raised by the authors of the dossier deserve to be answered in order to shed light on issues of public importance and interest. Specifically, because:
– the MiSE, Ministry of Economic Development, does not exercise its duty of supervision, on agricultural consortia (pursuant to DL 181/06, art.1.9-bis), despite the solicitations received from numerous consortia on the CAI case?
– is it true (and if so, permissible) that the sale of the business units and the entry into CAI of the first four Consortia (Terre Padane, Adriatico, Centro-Sud, Tirreno) was decided by the boards of directors, rather than by the shareholders’ meetings ‘which are the beneficiaries of consortium mutuality?’
– ‘is it true, and if so legitimate, that Consortia turnover is consolidated in the financial statements of the minority shareholder Bonifiche Ferraresi SpA (BF)? ‘Why do the profits that are farmers’ go to BF? What impact does this transaction have on BF’s (listed company) shares and who benefits from it?‘
AAA. Freedom of the press and democracy wanted, Italy
Reporters Sans Frontieres
ranks Italy 41st in its 2020 global ranking on press freedom. After Ghana and Burkina Faso, among others. The writer has repeatedly denounced systematic fake news, just in the food sector (3,4).
Italian democracy is itself severely compromised, as shown by the
Democracy Index 2019
by EIU(Economist Intelligence Unit), based on 60 indicators related to five themes (electoral process and pluralism, civil liberties, functioning of government, political participation, and political culture).
Interim conclusions
Consorzi Agrari d’Italia SpA deserves the urgent activation of investigations and inquiries by all relevant authorities and bodies. The risk to the country-again, as happened in the case of the first Federconsorzi-is that the project will soon reach the dimensions of ‘too big to fail.’ With the classic denouement of privatization of profits (for the benefit of the usual known, before the bubble bursts) and socialization of losses (for the community, after the burst).
It is time for reforms, to ensure efficiency and governance in public administration and in every level of government first and foremost (5,6). Reforms of institutions but also of the union, which seems to be the invisible puppet master in this affair. Representing what democratic interests?
Dario Dongo
Notes
(1) ‘Dossier Consorzi Agrari d’Italia SpA. December 2020. The theft of farmers’ assets through the spin-off of the activities of the Italian Agricultural Consortia and the strengthening of Bonifiche Ferraresi SpA’s position in the agricultural sector‘. V. ATTACHMENTS
EXPOSED CONSORZI AGRARI D’ITALIA – PART I
EXPOSED CONSORZI AGRARI D’ITALIA – PART II
EXPOSED CONSORZI AGRARI D’ITALIA – PART III
(2) The final report of the Ministerial Commission of Inquiry, ordered by then Minister of Agriculture Adriana Poli Bortone in June 1995, also highlighted the responsibilities of the ministries involved, for failure to supervise
(3) The dependence of the Italian press on Coldiretti has reached grotesque levels, even affecting unsuspected journalists including Milena Gabanelli, as seen (https://www.greatitalianfoodtrade.it/idee/origine-pomodoro-la-fake-news-estiva)
(4) The writer has also been intimidated by Mi.P.A.A.F. AND has had to successfully defend himself in civil and criminal courts for countering government fake news piloted by the usual notorious (see https://www.greatitalianfoodtrade.it/etichette/sede-stabilimento-decreto-inapplicabile-per-il-tribunale-di-roma)
(5) A chapter in the dossier that is also worthy of attention concerns the survival of Federconsorzi upon its dissolution by law (Law 410/1999, Article 5.2). Ironically, its commissioner Andrea Baldanza is v.chief of the MEF cabinet under Roberto Gualtieri. Interministerial conflict of interest, among other things. See attached report, pages 16,17
(6) Fabrizio Barca, Patrizia Luongo. A more just future. Il Mulino, Bologna, 2020
Dario Dongo, lawyer and journalist, PhD in international food law, founder of WIISE (FARE - GIFT - Food Times) and Égalité.
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