**Exhibit 10.1**

 
|     | APPROVED                            |
|----------|-------------------------------------|
|     | by                                  |
|     | Mobile TeleSystems                  |
|     | Open Joint Stock Company            |
|     | Board of Directors Resolution       |
| * * | Dated May  18, 2006, Protocol No 82 |

 

**MOBILE TELESYSTEMS OJSC**

**CODE OF ETHICS FOR SENIOR OFFICERS**

 

Moscow

2006

 

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**1.**                                      INTRODUCTION

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**1.1 Purpose**

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This Code of Ethics contains general guidelines for conducting thebusiness of Mobile TeleSystems OpenJoint Stock Company (the “Company”) consistent with the higheststandards of business ethics. To the extent this Code requires a higherstandard than required by commercial practice or applicable laws, rules orregulations, we adhere to these higher standards.

 

This Code applies to theCompany’s president, vice-presidents and directors of the departments of theCompany, including the directors of Macro Regions, and Regions where theCompany operates and any other person who performs similar functions for theCompany (collectively referred to herein as “senior officers”).

 

**1.1.1**                     Seeking Help and Information

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This Code is not intended to be a comprehensive rulebook and cannotaddress every situation that you may face. If you feel uncomfortable about asituation or have any doubts about whether it is consistent with the Company’sethical standards, please contact the General Counsel meaning a Director of the Legal Department of MTS OJSC for the purposesof this Code or, if you believe that the General Counsel is involved inthe matter, the Audit Committee meaning a Director of Internal Audit Departmentof MTS OJSC for the purpose of this Code.

 

**1.1.2**                     Reporting Violations of the Code

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All senior officers have a duty to report any known or suspectedviolations of this Code, including any violations of laws, rules, regulationsor policies that apply to the Company. Reporting a known or suspected violationby others should not be considered an act of disloyalty, but an action tosafeguard the reputation and integrity of the Company and its employees.

 

Compliance with terms and conditions of this Code is an official dutyof all senior officers supported by the corresponding record in the agreementsigned between them and the Company.

 

If you know of or suspect a violation of this Code, immediately reportthe conduct to the General Auditor. The General Auditor will work with you toinvestigate your concern. All reports of known or suspected violations of thelaw or this Code will be handled sensitively and with discretion. The GeneralAuditor and the Company will protect your confidentiality to the extentpossible, consistent with law and the Company’s need to investigate yourconcern. If you believe that the General Auditor is involved in the conductgiving rise to the violation, you may report the conduct to the AuditCommittee.

 

It is prohibited to retaliate a senior officer who in good faith seeksan assistance or informs on known or suspects a violation. Every repressions orretaliation against a senior officer due to the fact that he or she in goodfaith has been seeking an assistance or forwarded a notification shall bereviewed and guilty persons shall be subject to discipline that may includepossible dismissal (termination of the employment).

 

It is Company policy that any senior officer who violates this Codewill be subject to appropriate discipline. This determination will be basedupon the facts and circumstances of

 

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each particular situation. Senior officers who violate the law or thisCode shall be responsible in accordance with the effective legislation. Suchviolation may expose the Company to substantial fines and penalties, damage theCompany’s reputation and standing in the community. Your conduct as arepresentative of the Company, if it does not comply with the law or with thisCode, can result in serious consequences for both you and the Company.

 

**1.2**                               Waivers of the Code

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Waivers of this Code will be granted on a case-by-case basis and onlyin extraordinary circumstances. Waivers of this Code may be made only by ourBoard of Directors or the Audit Committee and will be disclosed to the publicto the extent required by law.

 

**2.**                                      CONFLICTS OF INTEREST

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**2.1.**                            Identifying PotentialConflicts of Interest

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A conflict of interest can occur when a senior officer’s privateinterest interferes, or appears to interfere, with the interests of the Companyas a whole. You should avoid any private interest that influences your abilityto act in the interests of the Company or that makes it difficult to performyour work objectively and effectively.

 

Identifying potential conflicts of interest may not always be clear-cut.The following situations are examples of conflicts of interest:

 

•                  OutsideEmployment. No senior officer should be employed by, serve as a directorof, or provide any services to a company that is a customer, supplier orcompetitor of the Company.

 

•                  ImproperPersonal Benefits. No senior officer should obtain any material (as to himor her) personal benefits or favors because of his or her position with theCompany.

 

•                  FinancialInterests. No senior officer should have a significant financial interest(ownership or otherwise) in any company that is a customer, supplier orcompetitor of the Company. A “significant financial interest” means (i)ownership of greater than [1]% of the equity of a customer, supplier orcompetitor or (ii) an investment in a customer, supplier or competitor thatrepresents more than [50]% of an annual salary of the seniorofficer.

 

•                  Loans orOther Financial Transactions. No senior officer should obtain loans orguarantees of personal obligations from, or enter into any other personalfinancial transaction with, any company that is a customer, supplier orcompetitor of the Company. This guideline does not prohibit arm’s-lengthtransactions with banks, brokerage firms or other financial institutions.

 

•                  Service onBoards and Committees. No senior officer should serve on a board ofdirectors or trustees or on a committee of any entity (whether profit ornot-for-profit) whose interests reasonably would be expected to conflict withthose of the Company.

 

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•                  Actions ofFamily Members. The actions of family members outside the workplace mayalso give rise to the conflicts of interest described above because they mayinfluence a senior officer’s objectivity in making decisions on behalf of the Company.For purposes of this Code, “family members” include your spouse orlife-partner, brothers, sisters and parents, in-laws and children whether suchrelationships are by blood or adoption.

 

In the event of an interested-party transaction/involvement of a familymember of a senior officer, a senior officer shall:

 

1.                                       inform theCompany on interest/involvement of a family member of the officer in thiscompany,

2.                                       avoidparticipation in making a resolution on the transaction.

 

•                  Gifts,representation actions and exerting pressure. Senior officers areprohibited to accept from and give gifts1 in any form to clients, businesspartners, their representatives or affiliated parties, enter into agreementswith third parties giving the right to receive cash as a remuneration for thework performed being employed by the Company.

 

Please find below basic recommendations related to gifts andparticipation in entertainment:

 

• It isallowed to receive or offer formal gifts generally accepted in businesscommunication including gifts with value not exceeding 5.000 rubles.

 

• It isallowed to accept invitations and invite to participate in meetings,congresses, conferences related to business activity (e.g., training course,business breakfast/lunch).

 

•                  Personalrelationships. Personal relationships may exist or be established betweensenior officers and employees of the Company or between senior officers of theCompany and employees of a competitor, client company. Such relationships maythreaten independence or lead to a conflict of interests either de facto orfrom the point of view of business circles of our employees or employees of thecompetitors. In these situations senior officers shall either resolve thesituation affecting their independency (de facto or by implication), or seekadvice of the General Counsel to prevent a professional risk arising for the Company and relevant employees.

 

If you are uncertain whether a particularcompany is a material customer, supplier or competitor, please contact theGeneral Counsel for assistance.

 

**2.2**                               Disclosure of Conflictsof Interest

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The Company requires that senior officersdisclose any situations that reasonably would be expected to give rise to aconflict of interest. If you suspect that you have a conflict of interest, orsomething that others could reasonably perceive as a conflict of interest, youmust report it to the General Auditor. The General Auditor will work with youto determine whether you have a conflict of interest and, if so, how best toaddress it. Although conflicts of interest are not automatically prohibited,they are not desirable and may only be waived as described in “Waivers of theCode” above.

 

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**3.**                                      COMPANY RECORDS

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Accurate and reliable records are crucial to our business. Our recordsare the basis of our earnings statements, financial reports and otherdisclosures to the public and guide our business decision-making and strategicplanning. Company records include booking information, payroll, travel andexpense reports, e-mails, accounting and financial data, evaluation andperformance records, electronic data files and all other records maintained inthe ordinary course of our business.

 

All Company records must be complete, accurate and reliable in allmaterial respects. Undisclosed or unrecorded funds, payments or receipts areinconsistent with our business practices and are prohibited. You areresponsible for understanding and complying with our record keeping policy. Contactthe General Counsel if you have any questions.

 

**4.**                                      ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLICCOMMUNICATIONS

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As a public company in the United States and the Russian Federation weare subject to various securities laws, regulations and reporting obligations. Bothapplicable law and our policies require the disclosure of accurate and completeinformation regarding the Company’s business, financial condition and resultsof operations to shareholders, potential investors, stock exchanges, FederalService on Financial Markets and Federal Antimonopoly Service and otherexecutive authorities. Inaccurate, incomplete or untimely reporting will not betolerated and may severely damage the Company and result in legal liability.

 

The Company’s senior officers have a special responsibility to ensurethat all of our disclosures are full, fair, accurate, timely and understandable.The senior officers must also understand and strictly comply with generallyaccepted accounting principles and all standards, laws and regulations foraccounting and financial reporting of transactions, estimates and forecasts.

 

Senior officers shall exercise vigilance in relation to facts ofinaccurate information reported and inform the General Auditor on these factson a timely basis. The following relates to the facts of suspicious activity tobe reported:

 

•                  Financialresults that are not in line with transactions used as a basis for theseresults;

 

•                  Transactionsthat have no justified business purpose;

 

•                  Requests toavoid regular agreement and approval procedures.

 

**5.**                                      COMPLIANCE WITH LAWS AND REGULATIONS

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Each senior officer has an obligation to comply with all laws, rulesand regulations applicable to the Company. These include laws covering briberyand kickbacks, copyrights, trademarks and trade secrets, information privacy,confidentiality of personal information, insider trading, illegal politicalcontributions, antitrust prohibitions, foreign corrupt practices, offering orreceiving gratuities, environmental hazards, employment discrimination or harassment,occupational health and safety, false or misleading financial information ormisuse of corporate assets. Senior officers of the Company are expected tounderstand and comply with all laws,

 

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rules and regulations that apply to your position. If any doubt existsabout whether a course of action is lawful, you should seek advice from theGeneral Counsel.

 

**6.**                                      CONFIDENTIALITY

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**Every seniorofficer shall keep confidentiality of information disclosed by the Company orthe Company’s customers except for the disclosure made under the sanction orstatutory requirement. Confidential information shall include all non-publicinformation that is in the event of disclosure may become beneficial tocompetitors and damage the Company and its customers.**

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**Please contact theGeneral Counsel if you have any doubts whether a specific information can bedisclosed or not. Confidentiality requirement shall survive termination ofemployment of a senior officer. Unauthorized disclosure of confidentialinformation may damage competitiveness of the Company and its customers andgive rise to legal liability of a senior officer and/or the Company.**

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**7.**                                      CONDUCT OF BUSINESS

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**Every seniorofficer shall make an effort to interact with customers, suppliers, competitorsand staff of the Company in good faith. No advantage shall be given to anybodydue to manipulations, intentional dissemblance, misuse of insider information,misrepresentation of significant facts or any other dishonest behavior inbusiness practice.**

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**In the event of anydisputes and arguments arising in a competitive struggle a priority shall begiven to negotiations and finding a compromise.**

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**8.**                                      SECURITY AND USE OF CORPORATE ASSETS

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**Senior officers ofthe Company shall ensure security of the Company’s assets and efficiency oftheir use. Theft, negligence and waste directly affect the Company’sprofitability. All assets of the Company shall be used for legal businesspurposes.**

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**For security andproper use of the Company’s assets a senior officer shall:**

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**•**                  Take reasonable actions toprevent theft of the company’s assets, their damage or misuse.

**•**                  Inform the General Auditor onthe theft of the Company’s assets, damage, misuse or suspicion of the above.

**•**                  Use the Company’s telephonesystem, other electronic communication services, written materials and otherassets mainly for business purposes.

**•**                  Use the Company’s assets solelyfor a legal business.

 

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**9.**                                      CORPORATE INFORMATION AND RESOURCES

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**Senior officers ofthe Companies shall be prohibited the following:**

 

**•**                  Use corporate assets,information or position for a mercenary motive;

**•**                  Use corporate assets,information or position for a personal profit;

**•**                  Compete with the Company.

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**Senior officers ofthe Company shall act for the Company’s benefit to promote the Company’s legalinterests under the above circumstances.**

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**10.**                               CONCLUSION

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We expect all senior officers to adhere to these standards. Each seniorofficer is separately responsible for his or her actions. Conduct that violatesthe law or this Code cannot be justified by claiming that it was ordered bysomeone in higher management or directors. If you engage in conduct prohibitedby the law or this Code, you will be deemed to have acted outside the scope ofyour employment.

 

This Code and the matters contained herein are neither a contract ofemployment nor a guarantee of continuing Company policy. We reserve the rightto amend, supplement or discontinue this Code and the matters addressed herein,without prior notice, at any time.

 

This Code shall be our “code of ethics”within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and therules promulgated thereunder.

 

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