Almost 30 percent of voting shareholders at Sky SKY.L opposed the appointment of James Murdoch as chairman of the European pay TV group on Thursday, with some saying he was too closely linked to the group's largest investor, owned by his father Rupert.
James Murdoch, who became Sky chairman in January, won 71.55 percent support in a vote to confirm his appointment at the company's annual shareholder meeting, below the 90-plus percents obtained by other board members.
Sky is 39 percent-owned by Rupert Murdoch's Twenty-First Century Fox (FOXA.O).
"Should Fox make a bid for Sky, investors need a strong independent chairman to protect the interests of minority shareholders and negotiate the best possible deal," said Piers Hillier, chief investment officer of Royal London, which holds 0.35 percent of the shares in Sky.
"Additionally no attempts were made to advertise the position externally, or appoint an agency, which goes against the UK corporate governance code."
James Murdoch's appointment came four years after he was forced out of the same position by a phone-hacking scandal, just as he was on the verge of selling the British company to Fox. He went on to become chief executive of Fox in 2015.
"The board decision to reappoint James as chairman was unanimous and recognised that he is a highly experienced executive with extensive knowledge of the international media industry and has been a strong contributor to Sky since he joined the board in 2003," the company said in a statement.
It said the presence of independent directors on the board would protect the interests of independent shareholders.
"Nevertheless, we will engage with those shareholders who voted against the resolution," it added.
Earlier on Thursday, Sky reported a 5 percent rise in first-quarter underlying revenue and said it was on track to meet its full-year targets.