To understand the mechanics of casting votes, it is necessary to set out the difference between a managing director of a company (also known as the chief executive officer) and the chair. As per RRs20J, a managing director is appointed by the board of directors. On the other hand, a chair has the authority to exercise control over board meetings. Some of the functions of the chair include the following: nominating the people who will speak in meetings, the order in which they will speak, and the agenda of the meetings.

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