By Bill Rigby

NEW YORK (Reuters) - Want to be on the board of directors for the company run by Warren Buffett? Polish up your resume, there might be an opening soon.

The board of his Berkshire Hathaway Inc. BRKa.N doesn't have enough independent directors to meet the tough new rules proposed by the New York Stock Exchange, so he might be on the lookout for more.

The new NYSE rules, currently under consideration by the Securities and Exchange Commission, aim to stamp out shoddy accounting and out-of-control chief executives by requiring that a majority of independent directors watch over public companies' boards.

Buffett has always been a paragon of business ethics, but a dearth of obviously outside directors on his seven-person board could put him on the wrong side of the new rules. That means he will have to kick some family members or old friends off the board, or hire some new directors to redress the balance.

Buffett hasn't addressed the issue publicly, and a call to his assistant seeking comment was not returned.

It could mean job openings, if you don't mind flying to Buffett's home town of Omaha, Nebraska, every now and then.

"Obviously, everybody in America would want to serve on the board," says Matt Sauer, a portfolio manager at Oak Value Capital Management, which holds about $400 million in Berkshire shares. "If you were called by him to serve on the board, who's going to say 'Well, you know, it's hard'?"

Buffett, 72 and the world's second-richest man, does not lack friends in high places who might help him out. Bill Gates and Jack Welch are close, and there aren't many big-time movers and shakers he hasn't met.

But Buffett, who pays himself $100,000 and considers Cherry Cokes and Dairy Queen desserts his favorite treats, is not the type for star directors. More likely he would appoint one of the many lesser-known people he has worked with in his long career. That might include old pals like Tom Murphy, former boss of Capital Cities/ABC, or Jack Byrne, who once ran Buffett's car insurer GEICO.

The job's not a money-spinner. Berkshire pays directors $900 a meeting plus expenses, or $300 for a teleconference. Its three audit committee members get another $1,000 a quarter.

That's way below the going rate; Buffett himself raked in $256,000 last year for sitting on the boards of Washington Post Co. WPO.N , Coca-Cola Co. KO.N and Gillette Co. G.N

NOT THE FIRST TIME

If Buffett does look for new independent directors so he can get in line with the NYSE, it wouldn't be the first time.

In 1988, Buffett added Walter Scott -- an Omaha business friend, and now chairman of Level 3 Communications LVLT.O -- to the board, in order to list his firm on the NYSE. Big Board rules then required two independent directors on a listed firm's board, and Berkshire only had one: Malcolm Chace, whose family owned Berkshire when it was just a textile mill.

Scott and Chace remain on the board, and were joined in 1997 by another independent: Ronald Olson, the lawyer who helped Buffett rescue Salomon Brothers from federal investigations 10 years ago. He joined the board in 1997, and it has remained unchanged since.

Chace, Scott, and Olson count as independent directors in Buffett's opinion, despite some business ties, but they are still outnumbered by insiders and relatives. Buffett himself heads the board, backed by long-time business partner Charlie Munger, then his wife Susan and son Howard.

To make an independent majority, Buffett could drop two of those; but it is unlikely Buffett would jettison Munger, who acts as his sounding board, or his family members, who will take over his stake in Berkshire when he dies.

But even if Buffett gets some new directors, it probably would not make any difference how the company is run.

Buffett holds 36 percent of Berkshire voting shares, so there's not much directors could do even if they thought he was destroying the company.

"In these situations, it's obvious that the board does not act as an agent between owners and management," Buffett wrote in his 1993 annual report, which he still refers to as Berkshire's ground rules on corporate governance.

"Therefore, if the owner/manager is mediocre or worse -- or is over-reaching -- there is little a director can do about it except object."

Buffett-watchers agree.

"He can do it (add directors), but is it going to improve the governance of his company?" asks Laura Rittenhouse, an author who has written on business ethics and Buffett's way of working. "How could it be better than it is?"

It won't make any difference at all, Berkshire holder Sauer says: "The (Berkshire) board is influenced by one man's shadow very heavily -- no matter what, the governance will remain the same."

Buffett, no stranger to fights with financial authorities, may yet opt to quibble with the rules. He could argue that Berkshire is a "controlled corporation" and therefore exempt from the NYSE rules. Or that his wife and son are independent. But the NYSE, looking to beef up its regulation, may not be in the mood to split hairs.

Buffett might find it simpler in the long run to go looking for more independent directors. But don't check the ads in the Omaha World-Herald just yet. If the NYSE rules are approved by the SEC, they don't take full effect for another two years.