The watchdog is recommending that the broadcaster's shareholders vote against a re-election of a number of non-executive directors at its forthcoming AGM on 23 October.
One gripe is the reappointment of non-executive director Tom Mockridge, who joined the board in February.
PIRC argues that his independence is compromised as he is also chief executive of Sky Italia, which is wholly owned by News Corporation, BSkyB's single-biggest shareholder.
Additionally, shareholders should abstain from re-electing Andrew Higginson, finance executive of Tesco, to the board, as it said "we have concerns over his time commitments and suitability to his newly appointed role as chairman of the audit committee".
It said Higginson missed two main board meetings and two audit committee meetings in 2008.
PIRC is also urging shareholders to vote against BSkyB's remuneration report as a more complete explanation of executives' salary increases is needed.
PIRC claims to be the UK's leading advisory consultancy providing services to institutional investors on corporate governance and corporate social responsibility.
BSkyB declined to comment.
.jpg)
.jpeg)