Public Interest Score Calculator: Understanding How Organisations Qualify for Whistleblowing Protections

Under the EU Whistleblowing Directive 2019/1937, a public interest entity is defined (in Article 8) as any undertaking that either:

• Employs an average of 50 or more workers during a calendar year, or
• Meets a composite "public interest" threshold based on financial scale and complexity.

The Directive leaves the definition of that composite threshold to member states. Most EU member states, and particularly South Africa's regulatory framework drawing on international precedent, use a "Public Interest Score" model. In South Africa, this is set out in the Companies Act regulations, specifically Regulation 26(2).

The Public Interest Score combines four factors:

• Average number of employees (1 point per employee)
• Third-party liability (1 point per R1 million)
• Turnover (1 point per R1 million)
• Number of beneficial interest holders or members (1 point per individual)

A score of 500 or above means your organisation is classified as a public interest entity and must establish internal whistleblowing channels under the Directive's Article 8 requirement.

The first and most expensive mistake is treating shareholding entities as single points.

Consider this real scenario:

Your organisation is owned by three holding companies. Those three holding companies are themselves held by a single private equity firm. It looks, on paper, like a simple structure – three shareholders.

But the Public Interest Score counts not the three holding companies. It counts every natural person with a beneficial interest in your organisation.

Behind those three entities sit 400 individual investors, funds, and beneficial owners.

Your Public Interest Score calculation therefore includes 400 points for beneficial interest holders – plus the points for employees, turnover, and any third-party liabilities.

Why does this matter?

Because organisations often misunderstand "shareholder" to mean "entity". If your compliance team checks your register and sees three shareholding companies, they may conclude you have a score of 3 (from ownership) plus your employee and turnover points. The actual score, traced back to natural persons, is 403 (from ownership) plus those other factors – likely pushing you well above 500 without realising it.

Regulation 26(2) is explicit: the points attach to beneficial interest holders and members. Beneficial interest means the natural person, not the corporate veil above them.

How do you identify all beneficial interest holders?

Start with your shareholders' register. Then look through each shareholder. If a shareholder is a legal entity, identify the individuals who own that entity. Continue tracing upward until you reach natural persons. Every individual at the end of that chain counts as one point.

This is why many organisations with apparently "simple" ownership find they are public interest entities: the complexity lies beneath the corporate layer, not above it.

The second error is assuming that "we're small" means "we're not a public interest entity".

Small is ambiguous. What matters is not headcount alone – it's the combination of scale.

Look at this example:

A trading, property, or financial-services firm. It operates efficiently with 100 employees. But because of the nature of its business – trading fast-moving inventory, holding property portfolios, or managing high-value client assets – its annual turnover is R400 million.

The Public Interest Score calculation:

• Average employees: 100 points
• Turnover: 400 points (R400m ÷ R1m)
• Total: 500 points

That organisation has reached the threshold without a single acquisition, multiple shareholders, or large debts. It is a public interest entity by turnover alone.

The misconception of "small" often leads to organisations delaying the establishment of formal whistleblowing channels because headcount feels manageable. But a lean, efficient operation with high asset turnover or transaction volume can easily cross the 500-point threshold based on revenue factors alone.

This is why compliance frameworks increasingly focus on turnover as a proxy for organisational complexity and systemic risk, regardless of how many people work there.

Step 1: Count Your Average Employees

Take the average headcount over the calendar year you're assessing. This includes full-time and part-time employees. Multiply by 1. This is your employee score.

Step 2: Calculate Third-Party Liability

Identify any third-party liabilities on your balance sheet (e.g., loans, deferred revenue, trade payables). Divide the total by R1 million and round down. This is your liability score.

Step 3: Determine Your Turnover

Take your annual revenue (turnover) for the relevant calendar year. Divide by R1 million and round down. This is your turnover score.

Step 4: Trace Beneficial Ownership

Create a list of every natural person with a beneficial interest in your organisation, working backwards through all legal entities that hold shares. Count each individual once, regardless of how many shares they hold or which entities they hold them through. This is your beneficial holder score.

Step 5: Add Them Together

Total score = employees + third-party liability + turnover + beneficial holders.

If your total is 500 or more, you are a public interest entity and must implement formal whistleblowing compliance measures.