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Exhibit 11.1 SK TELECOM CO., LTD.
CODE OF ETHICS TABLE OF CONTENTS  CHAPTER 1.
    
    GENERAL  1.
    
    Scope of Application2.
    
    Purpose3.
    
    Definitions  CHAPTER 2.
    
    COMMITMENT TO CUSTOMERS  4.
    
    Respect Customers5.
    
    Create Value6.
    
    Provide Value  CHAPTER 3.
    
    OBSERVE REGULATIONS
& RESPECT FREE COMPETITIVE MARKET ORDER  7.
    
    Observe Laws & Regulations8.
    
    Respect Free Competition & Order in the Marketplace9.
    
    Gain Access to &Utilize Information Acquired through Justified
Means  CHAPTER 4.
    
    BASIC ETHICS FOR EMPLOYEES  10.
    
    Basic Ethics11.
    
    Fulfill Mission12.
    
    Self Improvement13.
    
    Fair Execution of Work14.
    
    Avoid Conflict of Interest with the Company15.
    
    Protect the Companys Assets16.
    
    Ban on Leaking Customer & Internal Corporate Information17.
    
    Mutual Respect Amongst Employees18.
    
    Ban on Provision of Money & Other Valuables between Employees19.
    
    Ban on Financial Transaction between Employees20.
    
    Prevent Sexual Harassment in the Workplace 1




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21.
    
    Ban on Use of Illegal Software  CHAPTER 5.
    
    PROPER RELATIONSHIP with BUSINESS PARTNERS  22.
    
    Fair Trade23.
    
    Promote Mutual Development24.
    
    Ban on Unethical Conduct to Business Partners  CHAPTER 6.
    
    RESPONSIBILITIES TO THE COUNTRY
& SOCIETY  25.
    
    Reasonable Business Management26.
    
    Protect Shareholder Interests27.
    
    Contribute to Social Development28.
    
    Protect Environment 2




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PREAMBLE SK Telecom (hereinforth, the Company) is a world class blue-chip company that
has always stood by its customers. The Company seeks lasting developments by
thinking, judging, and acting in the most proper form so that it can fulfill
its social obligations and pursue common benefits for its stakeholders, the
nation, and mankind. For this end, the Company has established the Code of
Ethics to be observed by itself and its employees and reaffirms its commitment
to the implementation of the Code.  CHAPTER 1.
    
    GENERAL  1.
    
    Scope of Application  This Code of Ethics is applicable to all of its employees (including
officers and full-time as well as short & long-term contracted employees)
carrying out work for the Company and its Business Partners.  2.
    
    Purpose  The purpose of the Code of Ethics is to establish criteria for employees
to properly conduct themselves, make prudent judgments, and stimulate
ethical management activities.  3.
    
    Definitions  3.1
    
    Conflict of Interest with the Company refers to the case in
which due to an employees business or personal relationships, there
is a conflict of interest between the employees personal benefit
and the Companys.3.2
    
    Money and Other Valuables refer to economic benefits
including, among others, cash, marketable securities and goods
(including gift certificates, club membership).3.3
    
    Treats refer to meals, drinks, sports, entertainment, and
so forth.3.4
    
    Conveniences refer to the provision of benefits excluding
Money and Other Valuables and Treats, including, among others,
accommodations, transportations, tours, and events at the sole
expense of the provider.3.5
    
    Conditional Provision refers to an expressed or implied
condition attached to the provision of an economic value such as
Money and Other Valuables, Treats, and Conveniences. 3




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3.6
    
    Socially Acceptable Norm refers to the case where a
provider acts voluntarily with pure intention and is acknowledged by
the social practice to be mutually non-burdening, provided that
there is no other way available than the act. In monetary terms, a
single act exceeding 50,000 Won or the cumulative amount for the
year exceeding 100,000 Won shall not be deemed as a Socially
Acceptable Norm.3.7
    
    Stakeholder refers to an individual or a group within and
outside the Company who has a business transaction/relationship with
the Company or whose rights or interests are impacted by the
Companys employees conduct or decision.3.8
    
    Business Partner refers to an individual or an entity that
has a business transaction/relationship with the Company.  CHAPTER 2.
    
    COMMITMENT TO CUSTOMERS The Company recognizes customers as the true foundation for its existence.
Thus, it shall always respect customers opinions and secure their unwavering
confidence by endlessly creating and providing top values.  4.
    
    Respect Customers  The Company shall always actively listen to customers opinions, believe
that customers genuine requests are always right, and regard customers
as the overriding criterion for all company decisions and actions.  5.
    
    Create Value  1)
    
    The Company recognizes the progress of customers as its
progress and thus always strives to find values that customers
need.2)
    
    The Company shall continuously create true value that will
provide tangible benefits and satisfactions to customers.  6.
    
    Provide Value  1)
    
    The Company shall only speak the truth and always keep its
promises to customers.2)
    
    The Company shall provide the highest quality of goods and
services at reasonable prices to customers and shall promptly and
accurately respond to justified customer demands. 4




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CHAPTER 3.
    
    OBSERVE REGULATIONS
& RESPECT FREE COMPETITIVE MARKET ORDER The Company shall abide by all relevant laws, regulations and commercial
practices of all the regions it is carrying out business activities in, respect
the principles of free competition in the marketplace, and fairly and justly
secure its competitive edge.  7.
    
    Observe Laws and Regulations  1)
    
    The Company shall carry out its business by complying with
all relevant laws and regulations of all regions at home and abroad
where it conducts business and by respecting their commercial
practices.2)
    
    Employees dispatched overseas shall have full knowledge of
the regions relevant laws, regulations and practices and shall
observe them.3)
    
    The Company shall comply with relevant domestic and
international laws and regulations such as the Organization for
Economic Cooperation and Development (OECD)s International Trade
Bribery Prevention Convention, International Trade Bribery
Prevention Act, Anti-Corruption Act, Anti-Trust and Fair Trade
Act, and etc.  8.
    
    Respect Free Competition & Order in the Marketplace  1)
    
    In accordance with the principle of free competition, the
Company shall respect competition and order in the marketplace in
every area where it conducts business in.2)
    
    The Company shall compete fairly with good faith, pursue
competitive activities based on respect for its competitors, and
shall not unfairly infringe upon its competitors profit margins nor
take advantage of their weaknesses.  9.
    
    Gain Access to &Utilize Information Acquired through Legitimate
Means  1)
    
    Based on laws, regulations, and commercial practices, the
Company shall legitimately acquire and use information.2)
    
    The Company shall not unjustly make public any information of
its competitor albeit acquired legitimately.3)
    
    The Company shall not slander a competitor nor make any
groundless comparison in marketing and advertisements. 5




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CHAPTER 4.
    
    BASIC ETHICS FOR EMPLOYEES Employees shall embrace correct values with dedication to honesty and
sincerity, and shall fulfill given missions through endless self-development
and improvement as well as fair execution of tasks at hand.  10.
    
    Basic Ethics  1)
    
    Employees shall take pride in being SK Telecomers and
always maintain honest and sincere postures.2)
    
    Employees shall hold high ethical values and always endeavor
to maintain personal dignity and the prestige of being SK
Telecomers.  11.
    
    Fulfill Mission  1)
    
    Employees shall proactively implement the Companys
management principle, SKMS, and its implementation methodology,
SUPEX, share the Companys goals and values, and faithfully carry
out given missions in accordance with the Companys business
policies.2)
    
    Employees shall make best efforts to execute assigned tasks
using legitimate means and comply with relevant laws, regulations,
and the Companys internal regulations pertaining to their assigned
tasks.3)
    
    Employees shall faithfully manage the Companys assets and
protect the Companys confidential information acquired while
performing tasks at hand.4)
    
    Employees shall enhance work effectiveness and efficiency
through active cooperation and smooth communication with co-workers
and other departments.  12.
    
    Self Improvement  Employees shall establish favorable role models and continuously strive
to conform to SK-Manship through tireless self-development and
improvement.  13.
    
    Fair Execution of Work  1)
    
    Employees shall execute all assigned tasks with fairness and
always endeavor to foster a sound corporate culture.2)
    
    Employees must not receive from Stakeholders any type of
economic benefits, such as Money or Other Valuables, Treats,
Conveniences that could any way obstruct fair judgment or
decision-making process while performing their work. However, an
act that is regarded as a Socially Acceptable Norm is 6




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acceptable.3)
    
    If an employee inevitably receives any economic benefit from
a Stakeholder, he/she must report this fact to the Audit Department.4)
    
    Shall maintain fairness in executing work by not engaging in
the following:  
    
    Any conduct that could cause a misunderstanding
as a result of exercising influence to ensure the employees
own business or that of his/her family members or
acquaintances is selected as a Business Partner or to have any
business transaction with the Company.
    
    Any conduct such as a joint investment and/or
joint asset acquisition with a Stakeholder, and borrowing from
or lending to a Stakeholder.
    
    Any conduct seeking personal gain by the use of
his/her responsibilities/position in the Company.
    
    Any conduct to manipulate documents or figures.  14.
    
    Avoid Conflict of Interest with the Company  1)
    
    Shall avoid personally carrying out any conduct or being
related to a situation that has a Conflict of Interest with the
Company. If for some inevitable reason, there is a conflict of
interest, the situation must be immediately reported to the Company
and an appropriate action is to be taken.2)
    
    In the case of a conflict of interest between the Company and
an employee, the Companys interest should have prior consideration.3)
    
    Shall not take part in the management of or invest in a
company that is directly or indirectly in competition with the
Company.  15.
    
    Protect the Companys Assets  1)
    
    The Companys assets can only be used on behalf of the
Company, cannot be used for the benefit of an individual employee or
for a third party, and cannot be provided to a third party.2)
    
    If a serious situation or its potential has been identified
that would adversely affect the Companys business, assets or
financial condition, this is to be immediately reported to the
Company and an appropriate action is to be taken.  16.
    
    Ban on Leaking Customer and Internal Corporate Information  1)
    
    Customers personal information must not be revealed to a
third party without customers prior consent.2)
    
    Information, which is classified as confidential information
of the Companys 7




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Business Partner, shall not be revealed to an unauthorized person
inside and outside the Company.3)
    
    The Companys confidential information, new project
information and other internal corporate information shall not be
revealed to a third party without prior approval by ones superior.4)
    
    Only authorized persons shall have access to the Companys
confidential information.5)
    
    For important documents and other files, designate a document
manager to prevent information from being leaked to another company
or third parties.  17.
    
    Mutual Respect among Employees  1)
    
    Employees shall maintain basic decorum required in the
workplace.2)
    
    Employees shall refrain from speaking and acting with
disrespect or slandering fellow employees.3)
    
    Employees shall not create factions or discriminate against
one another based on an employees academic background, gender,
religion, personal relation, birth place, age, disability, marital
status, nationality, race, etc.4)
    
    Employees shall not verbally abuse, slander, resort to
character assassination to inflict pain on ones superiors,
co-workers, and subordinates.  18.
    
    Ban on Provision of Money and Other Valuables between Employees  Employees shall not give nor take any type of economic benefits such as
Money and Other Valuables, Treats, Conveniences, etc., provided that the
following are the exceptions to this Section 18:  
    
    When a superior voluntarily provides a gift to its
subordinate.
    
    When a group of employees uses its own money to provide
gifts to members on special occasions such as birthdays, etc.
    
    When a pure token of appreciation is given without any
Conditional Provision.  19.
    
    Ban on Financial Transaction between Employees  1)
    
    Employees are prohibited from borrowing money from or lending
money to fellow employees. However, if such borrowing or lending is
inevitable, the relevant employees must receive approval from their
superiors.2)
    
    Employees are prohibited from guaranteeing fellow employees
loans or providing joint and several guarantees. However, employees
can provide 8




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guarantees to fellow employees in the case of lending programs directly
by the Company designed to enhance the welfare of its employees.  20.
    
    Prevent Sexual Harassment in the Workplace  1)
    
    Employees shall not speak or act to sexually mortify, or
impose stereotypical gender roles, on other employees.2)
    
    Employees shall refrain from talking about sexually
inappropriate subjects or force anyone to serve drinks or provide
entertainment (such as singing, dancing, etc.) during company
dinners.3)
    
    Employees shall not make sexual comments or allusions about
an employees physical features.4)
    
    Employees shall not make deliberate or unnecessary physical
contacts.5)
    
    Employees shall not view profanities through the Internet or
other media in the workplace.  21.
    
    Ban on Use of Illegal Software  1)
    
    Employees shall not use illegal computer software.2)
    
    Employees shall delete any illegal software and all software
in the Company shall be legally purchased and used.  CHAPTER 5.
    
    PROPER RELATIONSHIP WITH BUSINESS PARTNERS Under the free market economic order, the Company strengthens mutual trust and
cooperation with Business Partners through transparent and fair transactions.  22.
    
    Fair Trade  1)
    
    Under the principle of free competition, the Company
guarantee equal opportunities to companies with appropriate
qualifications and provide transaction-related information fairly
and equally for mutual benefits.2)
    
    The Company shall ensure all transactions are carried out
fairly on a level playing field, and sufficient communications are
carried out on transaction conditions and procedures.3)
    
    The Company shall not unilaterally and adversely change
transaction conditions and procedures without prior consultations
with Business Partners.4)
    
    The Company shall not engage in any conduct prohibited by
fair trade-related laws and regulations. 9




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23.
    
    Promote Mutual Development  1)
    
    The Company shall promote fair contractual relationships with
Business Partners and make active efforts to promote mutual
cooperation.2)
    
    The Company shall actively support the enhancement of
Business Partners competitiveness and seek mutual development.3)
    
    The Company shall work with Business Partners to foster a
clean and transparent business transaction culture and maintain fair
transactions.  24.
    
    Ban on Unethical Conduct to Business Partners  1)
    
    The Company shall not reap any economic benefits such as
Money and Other Valuables, Treats, Conveniences from Business
Partners through ones work/position in the Company. However,
Socially Acceptable Norms are exceptions to this rule.2)
    
    The Company bans other unethical conducts as follows:  (1)
    
    An employee is prohibited from having a Business
Partner pay/repay his/her credit card bill, outstanding bill, or
debt. An employee is also prohibited from a Business Partner
guaranteeing his or her debt, acquiring financial assets such as
any movable estate, real estate, marketable securities, goodwill,
club membership and other favors or benefits through a Business
Partner, and borrowing from a Business Partner.(2)
    
    An employee shall not invest in nor acquire shares of
(with or without consideration) a Business Partner.(3)
    
    An employee shall not lease any asset of nor receive
any collateral from a Business Partner for personal convenience
or profit.(4)
    
    An employee shall not realize any real financial profit
as a result of acquiring a Business Partners movable or real
estate at a price lower than the market price.(5)
    
    An employee shall not carry out any other unethical
conduct to a Business Partner.  CHAPTER 6.
    
    RESPONSIBILITIES TO THE COUNTRY
AND SOCIETY Through reasonable business management, the Company shall grow and develop
itself into a sound corporation creating social wealth, protecting the
interests of shareholders and contributing to prosperity of the people and
social development. 10




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25.
    
    Reasonable Business Management  1)
    
    Whether its business is at home or abroad, the Company shall
carry out business respecting the respective regions social values.2)
    
    The Company shall seek business enlargement based on a
societys stable growth.3)
    
    The Company shall denounce any irrationality that impedes
sound corporate activities.  26.
    
    Protect Shareholder Interests  1)
    
    Through efficient business management, the Company shall
enhance its corporate value to preserve, protect, and increase
shareholders assets and faithfully protect earnings.2)
    
    Management information shall be prepared and disclosed in
respect to the general corporate management principles and in
accordance with the corporate accounting principles.3)
    
    The Company shall respect shareholders right to information,
reasonable request, suggestions and other actions or decisions.  27.
    
    Contribute to Social Development  1)
    
    The Company shall contribute to the nations development
through job creation and faithful reporting and payment of taxes,
and fulfill the Companys social obligation through social services
in education, culture and welfare.2)
    
    The Company shall provide fair and equal employment
opportunities regardless of academic background, gender, religion,
birth place, age, disability, marital status, nationality and race.  28.
    
    Protect Environment  1)
    
    The Company shall make best efforts to protect nature and
preserve the clean environment and observe all environmental
protection-related laws and regulations.2)
    
    The Company shall make best efforts to conserve recourses and
prevent waste.3)
    
    The Company shall refrain from engaging in activities that
harms the environment and shall make best efforts to prevent air and
other types of pollution. 11




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ADDITIONAL CLAUSES (Adopted September 2002)  1.
    
    Implementation Date This Code of Ethics shall be implemented on the date of its proclamation and
the previous Employee Code of Conduct shall be replaced and superceded.  2.
    
    Code of Ethics Implementation Guideline To ensure that employees thoroughly implement the Code of Ethics, the former
Employee Code of Conduct Guideline, which outlined the procedures to be
followed by employees in relation to an employees Conflict of Interest with
the Company, acceptance of Money or Other Valuables, Treats, and Conveniences,
and etc, shall be renamed as the Code of Ethics Implementation Guideline
(Implementation Guideline).  3.
    
    Reward and Discipline  1)
    
    An employee who complies with the Code of Ethics and distinguishes
oneself in ethical business conduct may be rewarded in accordance with
the Companys internal rules.2)
    
    An employee who has acted against the Code of Ethics and the
Implementation Guideline may be disciplined in accordance with the
Companys internal rules.  4.
    
    Consult and Advise If an employee has any questions or concerns in interpreting and implementing
the Code of Ethics and the Implementation Guideline, such employee may consult
with the head of the audit department.  5.
    
    Order of Precedence This Code of Ethics is the foundation of the implementation of ethical business
management and shall take precedence over any other internal regulation. 12