Important decisions that impact humans lives, livelihoods, and the natural environment are increasingly being automated. Delegating tasks to so-called automated decision-making systems can improve efficiency and enable new solutions. However, these benefits are coupled with ethical challenges. For example, ADMS may produce discriminatory outcomes, violate individual privacy, and undermine human self-determination. New governance mechanisms are thus needed that help organisations design and deploy ADMS in ways that are ethical, while enabling society to reap the full economic and social benefits of (...) automation. In this article, we consider the feasibility and efficacy of ethics-based auditing as a governance mechanism that allows organisations to validate claims made about their ADMS. Building on previous work, we define EBA as a structured process whereby an entity’s present or past behaviour is assessed for consistency with relevant principles or norms. We then offer three contributions to the existing literature. First, we provide a theoretical explanation of how EBA can contribute to good governance by promoting procedural regularity and transparency. Second, we propose seven criteria for how to design and implement EBA procedures successfully. Third, we identify and discuss the conceptual, technical, social, economic, organisational, and institutional constraints associated with EBA. We conclude that EBA should be considered an integral component of multifaced approaches to managing the ethical risks posed by ADMS. (shrink)