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Exhibit 11.1
[English Translation] Code of EthicsChapter 1 General Provisions Purpose
 
HANARO TELECOM, INC. has hereby established the Code of Ethics (hereinafter
referred to as the Code) for itself and its subsidiaries and affiliates (each
a Company) and the Code sets forth the criteria for the actions and value
judgment of the directors, officers and employees, in order to facilitate the
Companys growth into a world-class information and telecommunication firm. Application
 
The Representative Director and President of the Company shall assume the
overall responsibility for implementing the Code and monitoring compliance with
the Code. All directors, officers and staff members of the Company shall abide
by the Code. The Representative Director and President shall strongly encourage all persons
and firms engaging in various transactions with the Company to abide by the
Code. Chapter 2 Ethics toward Customers With the firm conviction that customers are the business foundation of the
Company and the very reason for the Companys existence, all directors,
officers and employees of the Company shall constantly strive to think and act
from the customers viewpoint, and shall strive to achieve customer
satisfaction. 1. To respect customers  (1)
    
    Directors, officers and employees shall treat customers with a kind
attitude and give customer satisfaction top priority.(2)
    
    Directors, officers and employees shall proactively collect
customer opinions such as suggestions and complaints.(3)
    
    Directors, officers and employees shall deal with customers with
integrity and shall always keep promises made to a customer.(4)
    
    Directors, officers and employees shall protect information related
to customers and customers rights.




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2. Employees shall provide value to customers  (1)
    
    Employees shall strive to provide the value required by customers.(2)
    
    Employees shall provide at reasonable prices the goods and services
to meet customer needs. Chapter 3 Ethics toward Shareholders All directors, officers and employees shall in good faith provide all such
information as is necessary for the shareholders to invest with confidence, and
shall protect the interest of the shareholders through efficient management
activities. 1. Provision of information in good faith  (1)
    
    Directors, officers and employees shall respect the rights of
shareholders and reasonable requests and maintain transparent
management and an accurate accounting record system to establish a
mutually reliable relationship.(2)
    
    Directors, officers and employees shall spontaneously provide
information on the present conditions and prospects of the Company to
assist the shareholders in making investment decisions. 2. Protection of shareholders interests  (1)
    
    Directors, officers and employees shall always strive to provide
profits for shareholders through reasonable investment and efficient
management.(2)
    
    Directors, officers and employees shall use their best efforts to
reduce expenses and improve on productivity. Chapter 4 Ethics toward Nation and Society All directors, officers and employees of the Company shall observe all relevant
laws and regulations in each jurisdiction in which the Company does business,
and shall contribute to the development of society through continuing
innovation and competitiveness. 1. Compliance with laws  Directors, officers and employees shall observe all laws, rules, regulations and 2




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orders of the territory and country in which the Company conducts its business. 2. Contribution to technical development and economic growth  (1)
    
    Directors, officers and employees shall strive to develop and
disseminate high-tech technologies for the development of the nation.(2)
    
    Directors, officers and employees shall contribute to economic
stabilization and growth through the creation of jobs and faithful
payment of relevant taxes. 3. Service and return of profits to society  (1)
    
    Directors, officers and employees shall contribute to the
development of the nation and the local community through the returning
of corporate profits.(2)
    
    Directors, officers and employees shall contribute to social
development by encouraging and participating in healthy social welfare
service activities. 4. Avoidance of political involvement  (1)
    
    Directors, officers and employees shall not provide or use any
aspect of the Companys organization, funds, manpower or facilities for
political purposes.(2)
    
    Directors, officers and employees shall not engage in speeches or
activities supporting or objecting to a particular political party,
organization or candidate, and will not coerce other directors,
officers and employees of the Company into engaging in such speeches or
activities. 5. Protection of the environment  Directors, officers and employees shall strive to prevent environmental
pollution and protect nature through environment-friendly management for
environmental conservation. Chapter 5 Ethics toward Business Partners All directors, officers and employees shall give equal opportunities to
business partners and shall pursue mutual prosperity through transparent and
fair transactions. In this Code, business partner or partner means an
entity which conducts or seeks to conduct business with, or is a competitor of,
the Company. 3




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1. Provision of equal opportunities  (1)
    
    Directors, officers and employees shall provide qualified companies
the opportunity to participate as partners.(2)
    
    Directors, officers and employees shall select partners by use of
reasonable methods based on fair and objective examination criteria. 2. Fair dealing  (1)
    
    All transactions shall be fairly conducted on equal footing, and
neither unlawful money nor other articles, entertainment, or
conveniences shall be offered or received.(2)
    
    Directors, officers or employees are prohibited from using
corporate property or position for personal gain or otherwise unethical
activities.(3)
    
    In the event that any of the partners offers illegal money or
articles, entertainment or conveniences to any of the directors,
officers or employees of the Company, the Company may impose
disadvantages including the termination of the transaction with the
partner involved. 3. Other unfair practices  (1)
    
    Directors, officers and employees shall not engage in any financial
transaction with partners (borrowing, guarantying, etc) independently
of the Company business.(2)
    
    Directors, officers and employees shall not acquire any unlisted
stocks of partners free of charge or on substantially advantageous
conditions without the approval of the Company.(3)
    
    Directors, officers and employees shall not serve as an employee or
in any other capacity in any partner.(4)
    
    Directors, officers and employees shall not disclose any
information acquired in connection with the Company business to
unauthorized persons either in or outside of the Company. Chapter 6 Matters to be adhered to by Directors,officers and employees Directors, officers and employees shall observe the Company policies, respect
each other and strive for the development of the Company through fair
performance of their duties. 4




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1. Protection of the secrets and properties of the Company  (1)
    
    Directors, officers and employees shall observe all Company
policies as a constituent member of the Company, and shall protect all
information acquired in the course of performing their duties.(2)
    
    Directors, officers and employees shall utilize the Company
properties efficiently and shall not exploit them for any purpose other
than official Company business. 2. Fair performance of the Company business  (1)
    
    Directors, officers and employees shall impartially execute
personnel policies on the basis of capability and quality, and shall
treat other directors, officers and employees fairly based on the level
of their efforts and contribution to the Company.(2)
    
    Directors, officers and employees shall not discriminate against
other directors, officers and employees on the basis of relationship
with a particular region or alumni, sex, religion or physical handicap.(3)
    
    Directors, officers and employees shall not use their authority and
position in the Company for personal gain.(4)
    
    Directors, officers and employees shall maintain their integrity as
directors, officers and employees and shall not damage the professional
atmosphere for personal gain. 3. Relationship among Directors, officers and employees  (1)
    
    Directors and Officers shall be responsible for implementing the
Code and shall set an example, train and supervise other employees.(2)
    
    Superiors shall not render to their subordinates any unfair
instructions or orders and shall not place their subordinates under any
disadvantage.(3)
    
    Subordinates shall comply with the reasonable instructions of their
superiors and shall exert their utmost efforts to perform the business.(4)
    
    Directors, officers and employees shall not engage in any pecuniary
transactions nor make inappropriate requests.(5)
    
    With respect to congratulatory events or condolences, directors,
officers and employees shall show their courtesies but shall avoid
paying an excessive amount of money.(6)
    
    Directors, officers and employees shall not engage in any verbal or
physical acts of annoyance to their superiors, colleagues or
subordinates, nor shall 5




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any group of directors, officers and employees single out an individual to annoy.(7)
    
    Directors, officers and employees shall not engage in sexual
harassment, sexual acts or sexual abuse in the Company.(8)
    
    Directors, officers and employees shall restrain themselves from
engaging in gambling, excessive drinking or conspicuous consumption
which may jeopardize the smooth business execution of other directors,
officers and employees. 4. Reporting of violations and furnishing information  (1)
    
    When any director, officer or employee unintentionally violates the
Code, such director, officer or employee shall report the same to the
Ethics Committee without fail.(2)
    
    When a director, officer or employee violates the Code, other
employees who are aware of this violation shall report the same to the
Audit department.(3)
    
    The identity of the reporter or informer shall be thoroughly
protected. 5. Obligation to complete the training course  All directors, officers and employees shall complete the Ethics Management
Course at least once a year without fail. 6. Reward and Punishment  Directors, officers and employees and relevant departments that abide by the
Code and contribute to the ethics management activities of the Company shall
be rewarded, and those directors, officers and employees who violate the Code
shall be punished after deliberation of the case. Supplementary Provisions Article 1 (Effective Date) This Code of Ethics shall be effective from April 1, 2003, provided that the
initial three months shall be the transition period. Article 2 (Implementation of the Code) Enforcement of Code of Ethics shall be set forth and the Ethics Committee shall
be 6




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established by the resolution of the Board Meeting to ensure that all
directors, officers and employees shall implement the Code, provided, however,
that the formation and operation of the Ethics Committee shall be pursuant to
the provisions of the Enforcement of Code of Ethics. Article 3 (Interpretation) With respect to the Ethics Management activities, any and all matters not
provided for either in the Code of Ethics or the Enforcement of Code of Ethics
or any ambiguities in the interpretation thereof shall follow the decision or
interpretation of the Ethics Committee. Article 4 (Relationship with Company Regulations) To the extent that any provision of the Code of Ethics is in conflict with
Company regulations, the Code of Ethics shall prevail. Article 5 (Obtaining Written Pledges) The Company shall obtain written pledges from all directors, officers and
employees to evidence their commitment to implement the Code of Ethics. 7